UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934


For the quarterly period ended September 30, 2017March 31, 2021
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
EXCHANGE ACT OF 1934


For the transition period from __________ to __________


Commission File Number: 0-25965

jcom-20210331_g1.jpg
j2J2 GLOBAL, INC.
(Exact name of registrant as specified in its charter)
Delaware47-1053457
(State or other jurisdiction(I.R.S. Employer
of incorporation or organization)Identification No.)
6922 Hollywood Boulevard, Suite 500700 S. Flower Street, 15th Floor
Los Angeles, California 9002890017
(Address of principal executive offices)
(323) 860-9200
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueJCOMNasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ý    No o


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ý    No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “accelerated“large accelerated filer,” “large accelerated“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act). (Check one): 
Act.
Large accelerated filerý
ý
Accelerated filero
o
Non-Accelerated filero
o
Smaller reporting companyo
Emerging growth companyo


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o        No ý


As of NovemberMay 6, 2017,2021, the registrant had 48,408,85245,112,198 shares of common stock outstanding.







j2J2 GLOBAL, INC. AND SUBSIDIARIES
FOR THE QUARTER ENDED SEPTEMBER 30, 2017MARCH 31, 2021


INDEX
PAGE
PAGE
Item 6.  



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PART I.  FINANCIAL INFORMATION
Item 1.Financial Statements
Item 1.Financial Statements
j2
-3-


J2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands except share and per share data)

September 30, 2017
December 31, 2016March 31, 2021December 31, 2020
ASSETS


ASSETS
Cash and cash equivalents$402,544

$123,950
Cash and cash equivalents$371,971 $242,652 
Short-term investments

60
Short-term investments663 663 
Accounts receivable, net of allowances of $8,964 and $7,988, respectively187,482

199,871
Accounts receivable, net of allowances of $17,971 and $16,018, respectivelyAccounts receivable, net of allowances of $17,971 and $16,018, respectively242,420 325,619 
Prepaid expenses and other current assets30,663

24,118
Prepaid expenses and other current assets52,386 53,909 
Current assets held for sale9,525


Current assets held for sale8,063 
Total current assets630,214

347,999
Total current assets675,503 622,843 
Long-term investmentsLong-term investments138,703 97,495 
Property and equipment, net71,333

68,094
Property and equipment, net155,799 156,577 
Operating lease right-of-use assetsOperating lease right-of-use assets85,342 105,845 
Trade names, net106,713

115,853
Trade names, net177,524 187,902 
Patent and patent licenses, net11,232

13,928
Customer relationships, net176,041

208,155
Customer relationships, net341,600 377,194 
Goodwill1,107,988

1,122,810
Goodwill1,777,745 1,867,430 
Other purchased intangibles, net137,088

173,755
Other purchased intangibles, net157,575 176,473 
Deferred income taxes, non-current2,499

5,289
Deferred income taxes, noncurrentDeferred income taxes, noncurrent49,282 56,545 
Other assets6,364

6,445
Other assets16,993 17,027 
Non-current assets held for sale55,214
 
Noncurrent assets held for saleNoncurrent assets held for sale127,591 
TOTAL ASSETS$2,304,686

$2,062,328
TOTAL ASSETS$3,703,657 $3,665,331 
LIABILITIES AND STOCKHOLDERS’ EQUITY




LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses$134,617

$178,071
Accounts payable and accrued expenses$201,141 $230,651 
Income taxes payable

16,753
Income taxes payable, currentIncome taxes payable, current32,693 31,753 
Deferred revenue, current86,782

80,384
Deferred revenue, current193,934 190,644 
Line of credit
 178,817
Operating lease liabilities, currentOperating lease liabilities, current30,330 32,211 
Current portion of long-term debtCurrent portion of long-term debt399,893 396,801 
Other current liabilities15
 64
Other current liabilities41 497 
Current liabilities held for sale4,436
 
Current liabilities held for sale9,502 
Total current liabilities225,850

454,089
Total current liabilities867,534 882,557 
Long-term debt999,198

601,746
Long-term debt1,186,438 1,182,220 
Deferred revenue, non-current51
 1,588
Deferred revenue, noncurrentDeferred revenue, noncurrent15,134 14,440 
Operating lease liabilities, noncurrentOperating lease liabilities, noncurrent80,465 99,177 
Income taxes payable, noncurrentIncome taxes payable, noncurrent11,675 11,675 
Liability for uncertain tax positions48,740

46,537
Liability for uncertain tax positions58,386 57,081 
Deferred income taxes, non-current40,915

40,357
Deferred income taxes, noncurrentDeferred income taxes, noncurrent163,348 162,700 
Other long-term liabilities4,679

3,475
Other long-term liabilities32,953 44,463 
Non-current liabilities held for sale4,713


Noncurrent liabilities held for saleNoncurrent liabilities held for sale12,813 
TOTAL LIABILITIES1,324,146

1,147,792
TOTAL LIABILITIES2,428,746 2,454,313 
Commitments and contingencies


Commitments and contingencies
Preferred stock - Series A, $0.01 par value. Authorized 6,000; total issued and outstanding zero


Preferred stock - Series B, $0.01 par value. Authorized 20,000; total issued and outstanding zero


Common stock, $0.01 par value. Authorized 95,000,000; total issued and outstanding 47,623,709 and 47,443,716 shares, respectively476

474
Preferred stock, $0.01 par value. Authorized 1,000,000 and NaN issuedPreferred stock, $0.01 par value. Authorized 1,000,000 and NaN issued
Preferred stock - Series A, $0.01 par value. Authorized 6,000; total issued and outstanding 0Preferred stock - Series A, $0.01 par value. Authorized 6,000; total issued and outstanding 0
Preferred stock - Series B, $0.01 par value. Authorized 20,000; total issued and outstanding 0Preferred stock - Series B, $0.01 par value. Authorized 20,000; total issued and outstanding 0
Common stock, $0.01 par value. Authorized 95,000,000; total issued and outstanding 44,489,399 and 44,346,630 shares at March 31, 2021 and December 31, 2020, respectively.Common stock, $0.01 par value. Authorized 95,000,000; total issued and outstanding 44,489,399 and 44,346,630 shares at March 31, 2021 and December 31, 2020, respectively.445 443 
Additional paid-in capital318,710

308,329
Additional paid-in capital455,625 456,274 
Retained earnings692,387

660,382
Retained earnings882,071 809,107 
Accumulated other comprehensive loss(31,033)
(54,649)Accumulated other comprehensive loss(63,230)(54,806)
TOTAL STOCKHOLDERS’ EQUITY980,540

914,536
TOTAL STOCKHOLDERS’ EQUITY1,274,911 1,211,018 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$2,304,686

$2,062,328
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$3,703,657 $3,665,331 
See Notes to Condensed Consolidated Financial Statements

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j2J2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOMEOPERATIONS
(Unaudited, in thousands except share and per share data)
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Total revenues$273,616
 $210,116
 $801,458
 $622,418
        
Cost of revenues (1)
42,371
 36,992
 126,339
 106,870
Gross profit231,245
 173,124
 675,119
 515,548
Operating expenses:   
    
Sales and marketing (1)
79,432
 46,425
 237,772
 143,155
Research, development and engineering (1)
12,431
 8,965
 35,737
 27,165
General and administrative (1)
76,425
 55,612
 232,118
 170,823
Total operating expenses168,288
 111,002
 505,627
 341,143
Income from operations
62,957
 62,122
 169,492
 174,405
Interest expense, net25,326
 10,436
 51,406
 30,971
Other (income) expense, net(3,890) (9,718) 660
 (9,805)
Income before income taxes41,521
 61,404
 117,426
 153,239
Income tax expense9,163
 15,835
 27,872
 43,958
Net income$32,358
 $45,569
 $89,554
 $109,281
        
Net income per common share:   
  
  
Basic$0.67
 $0.95
 $1.86
 $2.25
Diluted$0.66
 $0.94
 $1.81
 $2.24
Weighted average shares outstanding:   
  
  
Basic47,609,819
 47,310,011
 47,540,593
 47,775,798
Diluted48,521,082
 47,494,744
 48,745,680
 47,997,674
Cash dividends paid per common share$0.3850
 $0.3450
 $1.1250
 $1.0050
        
        
(1) Includes share-based compensation expense as follows:
       
Cost of revenues$120
 $116
 $357
 $314
Sales and marketing365
 423
 1,265
 1,388
Research, development and engineering296
 235
 815
 663
General and administrative3,782
 2,925
 11,303
 7,582
Total$4,563
 $3,699
 $13,740
 $9,947

Three Months Ended
March 31,
20212020
Total revenues$398,185 $332,393 
Cost of revenues (1)
57,822 59,131 
Gross profit340,363 273,262 
Operating expenses: 
Sales and marketing (1)
121,186 99,438 
Research, development and engineering (1)
21,351 15,406 
General and administrative (1)
119,346 103,171 
Total operating expenses261,883 218,015 
Income from operations78,480 55,247 
Interest expense, net21,704 20,971 
Gain on sale of businesses(1,979)
Loss on investments, net20,832 
Other (income) expense, net(622)6,876 
Income before income taxes and (income) loss from equity method investment, net59,377 6,568 
Income tax expense5,725 8,703 
(Income) loss from equity method investment, net(24,270)4,269 
Net income (loss)$77,922 $(6,404)
Net income (loss) per common share:  
Basic$1.75 $(0.13)
Diluted$1.67 $(0.13)
Weighted average shares outstanding:  
Basic44,399,149 47,620,774 
Diluted46,731,872 47,620,774 
(1) Includes share-based compensation expense as follows:
Cost of revenues$132 $134 
Sales and marketing362 398 
Research, development and engineering520 431 
General and administrative5,099 5,350 
Total$6,113 $6,313 
 
See Notes to Condensed Consolidated Financial Statements

-5-



j2J2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited, in thousands)

 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
        
Net income$32,358
 $45,569
 $89,554
 $109,281
Other comprehensive income (loss), net of tax:       
Foreign currency translation adjustment7,703
 (328) 23,616
 (9,566)
Change in fair value on available-for-sale investments, net of tax expense of zero for the three and nine months of 2017, respectively, and $1,378 and $1,440 for the three and nine months of 2016, respectively
 (2,249) 
 (2,359)
Other comprehensive income (loss), net of tax7,703
 (2,577) 23,616
 (11,925)
Comprehensive income$40,061
 $42,992
 $113,170
 $97,356
Three Months Ended
March 31,
20212020
Net income (loss)$77,922 $(6,404)
Other comprehensive loss, net of tax:
Foreign currency translation adjustment(8,424)(8,714)
Change in fair value on available-for-sale investments, net of tax expense of 0 for the three months ended March 31, 2021 and 2020, respectively.708 
Other comprehensive loss, net of tax(8,424)(8,006)
Comprehensive income (loss)$69,498 $(14,410)


See Notes to Condensed Consolidated Financial Statements




-6-
j2


J2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Nine Months Ended September 30,
2017 2016 Three Months Ended
March 31,
Cash flows from operating activities:   Cash flows from operating activities:20212020
Net income$89,554
 $109,281
Adjustments to reconcile net earnings to net cash provided by operating activities:   
Net income (loss)Net income (loss)$77,922 $(6,404)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:Adjustments to reconcile net income (loss) to net cash provided by operating activities: 
Depreciation and amortization118,597
 88,569
Depreciation and amortization65,492 53,980 
Amortization of financing costs and discounts9,094
 7,224
Amortization of financing costs and discounts7,296 6,997 
Non-cash operating lease costsNon-cash operating lease costs3,320 4,834 
Share-based compensation13,740
 9,947
Share-based compensation6,113 6,313 
Provision for doubtful accounts9,099
 9,072
Provision for doubtful accounts2,485 2,826 
Deferred income taxes, net3,859
 (2,328)Deferred income taxes, net(5,380)(1,106)
Loss on extinguishment of debt and related interest expense7,962
 
Gain on sale of businesses(4,715) 
Gain on sale of businesses(1,979)
Lease asset impairmentsLease asset impairments1,086 
Changes in fair value of contingent considerationChanges in fair value of contingent consideration510 (240)
Foreign currency remeasurement gainForeign currency remeasurement gain655 7,801 
(Income) loss from equity method investments(Income) loss from equity method investments(24,270)4,269 
Loss on equity and debt investmentsLoss on equity and debt investments20,826 
Decrease (increase) in:   
Decrease (increase) in: 
Accounts receivable4,711
 (7,631)Accounts receivable68,564 52,949 
Prepaid expenses and other current assets(264) (663)Prepaid expenses and other current assets(2,481)(8,169)
Other assets134
 (7,947)Other assets1,193 2,612 
Increase (decrease) in:   
Increase (decrease) in: 
Accounts payable and accrued expenses(49,324) (4,601)Accounts payable and accrued expenses(22,078)(43,374)
Income taxes payable(26,359) (927)Income taxes payable2,471 1,616 
Deferred revenue(75) (4,134)Deferred revenue7,867 (686)
Operating lease liabilitiesOperating lease liabilities(5,951)(5,062)
Liability for uncertain tax positions1,554
 8,502
Liability for uncertain tax positions1,304 1,654 
Other long-term liabilities1,429
 (11,824)Other long-term liabilities(5,415)400 
Net cash provided by operating activities178,996
 192,540
Net cash provided by operating activities178,724 102,036 
Cash flows from investing activities:   
Cash flows from investing activities: 
Maturity of available-for-sale investments
 145,005
Purchase of available-for-sale investments(5) (75,834)
Purchases of equity method investmentPurchases of equity method investment(8,064)(22,840)
Purchases of equity investmentsPurchases of equity investments(999)(843)
Purchases of property and equipment(29,483) (17,447)Purchases of property and equipment(26,269)(26,885)
Proceeds from sale of assetsProceeds from sale of assets226 
Acquisition of businesses, net of cash received(47,268) (91,401)Acquisition of businesses, net of cash received385 (18,701)
Proceeds from sale of businesses, net of cash divested33,508
 
Proceeds from sale of businesses, net of cash divested5,999 
Purchases of intangible assets(1,320) (2,014)Purchases of intangible assets(8)(19)
Net cash used in investing activities(44,568) (41,691)Net cash used in investing activities(28,956)(69,062)
Cash flows from financing activities:   
Cash flows from financing activities: 
Issuance of long-term debt, net636,598
 
Payment of debt(255,000) 
Proceeds from line of credit, net44,981
 
Repayment of line of credit(225,000) 
Repurchases of common stock and restricted stock(7,862) (56,083)
Issuance of common stock under employee stock purchase plan194
 191
Repurchase of common stockRepurchase of common stock(12,179)(62,966)
Exercise of stock options1,108
 3,272
Exercise of stock options444 952 
Dividends paid(54,346) (48,768)
Deferred payments for acquisitions(5,062) (18,939)Deferred payments for acquisitions(7,853)(15,503)
Other(45) 1,680
Other(551)(839)
Net cash provided by (used in) financing activities135,566
 (118,647)
Net cash used in financing activitiesNet cash used in financing activities(20,139)(78,356)
Effect of exchange rate changes on cash and cash equivalents8,600
 (2,169)Effect of exchange rate changes on cash and cash equivalents(310)(3,679)
Net change in cash and cash equivalents278,594
 30,033
Net change in cash and cash equivalents129,319 (49,061)
Cash and cash equivalents at beginning of period123,950
 255,530
Cash and cash equivalents at beginning of period242,652 575,615 
Cash and cash equivalents at end of period$402,544
 $285,563
Cash and cash equivalents at end of period$371,971 $526,554 
See Notes to Condensed Consolidated Financial Statements

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J2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Three Months Ended March 31, 2020 and 2021
(unaudited, in thousands, except share amounts)

Accumulated
Common stockAdditional
paid-in
Retainedother comprehensiveTotal
Stockholders’
SharesAmountcapitalearningslossEquity
Balance, January 1, 202047,654,929 $476 $465,652 $891,526 $(46,462)$1,311,192 
Net loss— — — (6,404)— (6,404)
Other comprehensive income, net of tax expense of 0— — — — (8,006)(8,006)
Exercise of stock options41,530 — 1,583 (631)— 952 
Vested restricted stock177,496 (2)— — 
Repurchase and retirement of common stock(760,532)(7)(11,116)(51,843)— (62,966)
Share based compensation— — 6,313 — 6,313 
Balance, March 31, 202047,113,423 $471 $462,430 $832,648 $(54,468)$1,241,081 

Accumulated
Common stockAdditional
paid-in
Retainedother comprehensiveTotal
Stockholders’
SharesAmountcapitalearningslossEquity
Balance, January 1, 202144,346,630 $443 $456,274 $809,107 $(54,806)$1,211,018 
Net income— — — 77,922 — 77,922 
Other comprehensive income, net of tax expense of 0— — — — (8,424)(8,424)
Exercise of stock options15,117 — 444 — — 444 
Vested restricted stock235,939 (2)— — 
Repurchase and retirement of common stock(108,287)— (7,221)(4,958)— (12,179)
Share based compensation— — 6,113 — — 6,113 
Other, net— — 17 — — 17 
Balance, March 31, 202144,489,399 $445 $455,625 $882,071 $(63,230)$1,274,911 

See Notes to Condensed Consolidated Financial Statements
-8-


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2017MARCH 31, 2021
(UNAUDITED)
1.Basis of Presentation

j21.Basis of Presentation

J2 Global, Inc., together with its subsidiaries (“j2J2 Global” or, the “Company”, “our”, “us”, or “we”), is a leading provider of Internetinternet information and 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. TheOur Digital Media Divisionbusiness specializes in the technology, shopping, gaming, lifestyle markets and healthcare markets reaching in-market buyersoffering content, tools and influencers in both the consumerservices to consumers and business-to-business space.

businesses. Our Cloud Services business provides cloud-based subscription services to consumers and businesses including cloud fax, cybersecurity, privacy and marketing technology.
The accompanying interim condensed consolidated financial statementsCondensed Consolidated Financial Statements include the accounts of j2J2 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 statementsCondensed 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 GAAPaccounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements although the Company believes that the disclosures made are adequate to make that information not misleading. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been reflected in these interim financial statements. It is suggested that these financial statements be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 20162020 included in our Annual Report (Form 10-K) filed with the SEC on March 1, 2017.2021. Accordingly, significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed therein.
 
The results of operations for this interim period are not necessarily indicative of the operating results for the full year or for any future period.


Use of Estimates


The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”)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 believeThe Company believes that ourits most significant estimates are those related to revenue recognition, valuation and impairment of investments, its assessment of ownership interests as variable interest entities and the valuationrelated determination of consolidation, share-based compensation expense, fair value of assets acquired and liabilities assumed in connection with business combinations, long-lived and intangible asset impairment, contingent consideration, income taxes and contingencies and allowances for doubtful accounts. On an ongoing basis, management evaluates its estimates based on historical experience and on various other factors that the Company believes to be reasonable under the circumstances. Actual results could materially differ from those estimates.estimates due to risks and uncertainties, including uncertainty in the current economic environment due to the novel coronavirus pandemic (“COVID-19”).


Allowances for Doubtful Accounts


j2J2 Global reservesmaintains an allowance for receivablescredit losses for accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expenses in the Condensed Consolidated Statements of Operations. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when it may not be able to collect. These reservesidentifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company’s Business Cloud Services segment are typically driven by the volume of credit card declines andCompany considers historical collectability based on past due invoices and are based on historical experience as well as an evaluation ofstatus. It also considers customer-specific information, current market conditions. These reserves for the Company’s Digital Media segment are typically driven by past due invoices based onconditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical experience.loss data. On an ongoing basis, management evaluates the adequacy of these reserves.

-9-



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. In accordance with GAAP, the CompanyJ2 Global 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,satisfies its obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company 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 Companyexpects to offer customers a variety of solutions to better meet their needs.  be entitled in exchange for those goods or services (see Note 3 - Revenues).

Principal vs. Agent

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 under Topic 606 for principal-agent considerations and assesses: (i) if another party is involved in providing goods or services to the customer and (ii) whether the Company placescontrols the most weightspecified goods or services prior to transferring control to the customer.

Sales Taxes

The Company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are (i) both imposed on three factors: whether or notand concurrent with a specific revenue-producing transaction and (ii) collected by the Company (i)from a customer.

Investments

The Company accounts for its investments in debt securities in accordance with ASC Topic No. 320, Investments - Debt Securities (“ASC 320”). Debt investments are typically comprised of corporate debt securities, which it classifies as available-for-sale. Available-for-sale securities are carried at fair value with unrealized gains and losses included in other comprehensive income. All debt securities are accounted for on a specific identification basis.

The Company’s available-for-sale debt securities are carried at an estimated fair value with any unrealized gains or losses, net of taxes, included in accumulated other comprehensive loss in stockholders’ equity. Available-for-sale debt securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of that difference, if any, is caused by expected credit losses. Expected credit losses on available-for-sale debt securities are recognized in loss on investments, net on our Condensed Consolidated Statements of Operations, and any remaining unrealized losses, net of taxes, are included in accumulated comprehensive loss in stockholders’ equity.

The Company accounts for its investments in equity securities in accordance with ASC Topic No. 321, Investments - Equity Securities (“ASC 321”) which requires the accounting for equity investments (other than those accounted for using the equity method of accounting) generally be measured at fair value for equity securities with readily determinable fair values. For equity securities without a readily determinable fair value that are not accounted for by the equity method, the Company measures the equity security using cost, less impairment, if any, and plus or minus observable price changes arising from orderly transactions in the same or similar investment from the same issuer. Any unrealized gains or losses will be reported in current earnings (see Note 5 - Investments).

The Company assesses whether an other-than-temporary impairment loss on an investment has occurred due to declines in fair value or other market conditions (see Note 5 - Investments).

Variable Interest Entities (“VIE”)

A VIE requires consolidation by the entity’s primary beneficiary. The Company evaluates its investments in entities in which it is involved to determine if the entity is a VIE and if so, whether it holds a variable interest and is the primary obligorbeneficiary. The Company has determined that it holds a variable interest in its investment as a limited partner in the arrangement, (ii)OCV Fund I, LP (“OCV Fund”, “OCV” or the “Fund”). In determining whether the Company is deemed to be the primary beneficiary of the VIE, both of the following characteristics must be present:

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a) the Company has latitude in determining pricingthe power to direct the activities of the VIE that most significantly impacts the VIEs economic performance (the power criterion); and (iii) bears credit risk.


b) the Company has the obligation to absorb losses of the VIE, or the right to receive benefits of the VIE, that could potentially be significant to the VIE (the economic criterion).

The Company records revenuehas concluded that, as a limited partner, although the obligation to absorb losses or the right to benefit from the gains is not insignificant, the Company does not have “power” over OCV because it does not have the ability to direct the significant decisions which impact the economics of OCV. J2 believes that the OCV general partner, as a single decision maker, holds the ability to make the decisions about the activities that most significantly impact the OCV Fund’s economic performance. As a result, the Company has concluded that it will not consolidate OCV, as it is not the primary beneficiary of the OCV Fund, and will account for this investment under the equity-method of accounting. See Note 5, “Investments”.

OCV qualifies as an investment company under ASC 946 - Financial Services, Investment Companies (“ASC 946”). Under ASC Topic 323, Investments - Equity Method and Joint Ventures, an investor that holds investments that qualify for specialized industry accounting for investment companies in accordance with ASC 946 should record its share of the earnings or losses, realized or unrealized, as reported by its equity method investees in the Condensed Consolidated Statements of Operations.

The Company recognizes its equity in the net earnings or losses relating to the investment in OCV on a gross basis with respectone-quarter lag due to reseller revenue asthe timing and availability of financial information from OCV. If the Company becomes aware of a significant decline in value that is other-than-temporary, the primary obligatorloss will be recorded in the arrangement,period in which the Company identifies the decline.
Impairment or Disposal of Long-Lived Assets

J2 Global accounts for long-lived assets, which include property and equipment, operating lease right-of-use assets and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with the provisions of FASB ASC Topic No. 360, Property, Plant, and Equipment (“ASC 360”), which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset to the expected undiscounted future net cash flows generated by the asset. If it is determined that the asset may not be recoverable, and if the carrying amount of an asset exceeds its estimated fair value, an impairment charge is recognized to the extent of the difference.

J2 Global assessed whether events or changes in circumstances have occurred that potentially indicate the carrying amount of long-lived assets may not be recoverable. In the first quarter of 2021, the Company recorded impairment of certain operating right-of-use assets (see Note 10 - Leases). NaN impairment was recorded in the first quarter of 2020.

The Company classifies its long-lived assets to be sold as held for sale in the period (i) it has latitudeapproved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in determining pricingits present condition, (iii) an active program to locate a buyer 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 forother actions required to sell 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 fromasset have been initiated, (iv) the sale of patents. Patent license revenues arethe asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized 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 in which the license agreementheld for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset until the date of sale. Upon designation as an asset held for sale, the Company stops recording depreciation expense on the asset. The Company assesses the fair value of a long-lived asset less any costs to sell at each reporting period and until the asset is executedno longer classified as held for sale.
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Business Combinations and Valuation of Goodwill and Intangible Assets

J2 Global applies the portionacquisition method of accounting for business combinations in accordance with GAAP and uses estimates and judgments to allocate the purchase price paid for acquisitions to the fair value of the payment attributableassets, including identifiable intangible assets, and liabilities acquired. Such estimates may be based on significant unobservable inputs and assumptions such as, but not limited to, past userevenue growth rates, gross margins, customer attrition rates, royalty rates, discount rates and terminal growth rate assumptions. J2 Global uses established valuation techniques and may engage reputable valuation specialists to assist with the valuations. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Fair values are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values becomes available. Upon the conclusion of the intellectual property and amortizesmeasurement period, any subsequent adjustments are recorded to earnings.

Goodwill represents 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 amountexcess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets resulting from the acquisitions of entities accounted for using the acquisition method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trademarks and trade names, developed technologies and other intangible assets. Intangible assets subject to amortization are amortized over the period of estimated economic benefit ranging from 1 to 20 years and are included in general and administrative expenses on the Condensed Consolidated Statements of Operations. The Company evaluates its goodwill and indefinite-lived intangible assets for impairment pursuant to FASB ASC Topic No. 350, Intangibles - Goodwill and Other (“ASC 350”), which provides that goodwill and other intangible assets with indefinite lives are not amortized but tested annually for impairment or more frequently if J2 Global believes indicators of impairment exist. In connection with the annual impairment test for goodwill, the Company has the option to perform a qualitative assessment in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then it performs the impairment test upon goodwill. The impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines the fair value of its reporting units using the income approach methodology of valuation. If the carrying value of a reporting unit exceeds the patent(s) sold.

The Businessreporting unit’s fair value, an impairment loss is recognized for the difference. NaN impairments to goodwill or other intangible assets were recorded in the first quarter of 2021 or 2020. In 2021, the Company changed the annual goodwill impairment assessment date for the Cloud Services business also generates revenues by licensing certain technologyfrom September 30 to third parties. These licensing revenuesOctober 1, as it determined this date is preferable, and concluded this was not a material change in accounting principal.

Contingent Consideration

Certain of J2 Global’s acquisition agreements include contingent earn-out arrangements, which are recognized when earned in accordance withgenerally based on the termsachievement of future income thresholds or other metrics. The contingent earn-out arrangements are based upon the Company’s valuations of the underlying agreement. Generally, revenue is recognized asacquired companies and reduce the third party usesrisk of overpaying for acquisitions if the licensed technology over the period.projected financial results are not achieved.

Digital Media


The Company’s Digital Media revenues primarily consistfair values of revenues generated fromthese earn-out arrangements are included as part of the salepurchase price of advertising campaignsthe acquired companies on their respective acquisition dates. For each transaction, the Company estimates the fair value of contingent earn-out payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability on the Condensed Consolidated Balance Sheets. J2 Global considers several factors when determining that are targeted to the Company’s proprietary websites and to those websites operated by third parties thatcontingent earn-out liabilities are part of the Digital Media business’s advertising network. Revenues for these advertising campaigns are recognizedpurchase price, including the following: (1) the valuation of our acquisitions is not supported solely by the initial consideration paid, and the contingent earn-out formula is a critical and material component of the valuation approach to determining the purchase price; and (2) the former shareholders of acquired companies that remain as earned, either when an ad is placed for viewing bykey employees receive compensation other than contingent earn-out payments at a visitor to the appropriate web page or when the visitor “clicks through” on the ad, depending upon the termsreasonable level compared 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 September 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 valuecompensation 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.key employees. The contingent earn-out payments are not affected by employment termination.


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

j2J2 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 67 - 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
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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 statementsits Condensed Consolidated Statements of cash flows.Cash Flows. Any amount paid in excess of the liability on the acquisition date is reflected as cash used in operating activities.


j2J2 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 ourits contingent earn-out liabilities are reported in operatinggeneral and administrative expenses on the Condensed Consolidated Statements of Operations.

Income Taxes

J2 Global’s income exceptis subject to taxation in both the U.S. and numerous foreign jurisdictions. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. J2 Global establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves for tax contingencies are established when the Company believes that certain positions might be challenged despite the Company’s belief that its tax return positions are fully supportable. J2 Global adjusts these reserves in light of changing facts and circumstances, such as the outcome of a tax audit or lapse of a statute of limitations. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate.

J2 Global accounts for income taxes in accordance with FASB ASC Topic No. 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the time componenteffect of temporary differences between the book and tax basis of recorded assets and liabilities. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the present value calculation whichnet deferred tax assets will not be realized. The valuation allowance is reportedreviewed quarterly based upon the facts and circumstances known at the time. In assessing this valuation allowance, J2 Global reviews historical and future expected operating results and other factors, including its recent cumulative earnings experience, expectations of future taxable income by taxing jurisdiction and the carryforward periods available for tax reporting purposes, to determine whether it is more likely than not that deferred tax assets are realizable.

ASC 740 provides guidance on the minimum threshold that an uncertain income tax benefit is required to meet before it can be recognized in 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 requiresapplies to all income tax positions taken by a company. ASC 740 contains a two-step approach to recognizing and measuring uncertain income tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that those enterprises report selected information aboutit is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. If it is not more likely than not that the benefit will be sustained on its technical merits, no benefit will be recorded. Uncertain income tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold. J2 Global recognized accrued interest and penalties related to uncertain income tax positions in income tax expense on its condensed consolidated statements of operations.

In addition, on March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (CARES) Act” was enacted into law and provides for changes to various tax laws that impact businesses. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating segmentsloss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property.

The CARES Act also appropriated funds for the Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) loans that are forgivable in interim financial reports. Accounting guidance also establishes standards for related disclosures about products and services, geographic areas and major customers.certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. The Company operatesdid not seek to borrow any funds under the program. However, as two segments: (1) Business Cloud Servicesa result of an acquisition that closed during the quarter ended December 31, 2020, the Company assumed outstanding PPP loans that had started the process of being forgiven prior to the closing of the acquisition. The amount of the outstanding loan did not have a significant impact to the Company’s financial statements.

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The Company does not believe these provisions have a significant impact to our current and (2) Digital Media.deferred income tax balances. The Company will benefit from the technical correction to tax depreciation related to qualified improvement property and has elected to defer income tax payments and employer side social security payments where eligible.


Share-Based Compensation

J2 Global accounts for share-based awards to employees and non-employees in accordance with the provisions of FASB ASC Topic No. 718, Compensation - Stock Compensation (“ASC 718”). Accordingly, J2 Global measures share-based compensation expense at the grant date, based on the fair value of the award, and recognizes the expense over the employee’s requisite service period using the straight-line method. The measurement of share-based compensation expense is based on several criteria, including but not limited to the valuation model used and associated input factors, such as expected term of the award, stock price volatility, risk free interest rate, dividend rate and award cancellation rate. These inputs are subjective and are determined using management’s judgment. If differences arise between the assumptions used in determining share-based compensation expense and the actual factors, which become known over time, J2 Global may change the input factors used in determining future share-based compensation expense. Any such changes could materially impact the Company’s results of operations in the period in which the changes are made and in periods thereafter. The Company estimates the expected term based upon the historical exercise behavior of its employees.

Reclassifications


Certain prior year reported amounts have been reclassified to conform to the 20172021 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,December 2019, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of2019-12, Income Taxes (Topic 740): Simplifying the Effective Date, which deferred the effective date of the new revenue standardAccounting 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.Income Taxes. The amendments in this ASU represent changessimplify the accounting for income taxes by removing certain exceptions to clarify the Codification or to correct unintendedgeneral principles in Topic 740. The amendments also improve consistent application of guidance. This ASU must be applied retrospectively to each period presented or as a cumulative-effect adjustment asand simplify GAAP for other areas of the date of adoption.Topic 740 by clarifying and amending existing guidance. The Company plans to adopt ASC 606adopted this ASU in the first quarter of 2018 using the modified retrospective method2021 and will present the cumulativehas identified no material effect of applying the standard to all contracts not completed as of the adoption date. As of September 30, 2017, the Company is in the process of: (i) finalizingon its review of customer contracts for its business segments and its assessment of the impact of the standard on these contracts; (ii) training internal stakeholders on the pending changes to revenue recognition policies; and (iii) assessing the need for appropriate changes to the Company’s business processes and controls to support revenue recognition and disclosures under the new standard. At this time, the Company anticipates that the primary change to its accounting policies for its customer contracts upon adopting ASC 606 will relate to the timing of when revenue is recognized. While revenue from certain contracts will continue to be recognized at a point in time, revenue from other contracts may be required to be recognized over time. Currently, the Company expects changes in the revenue recognition for licensing and patents. The Company is still finalizing its assessment of customer contracts, including the specific dollar impact of any changes in recognition will have on the Company’s consolidated financial statements. The Company expects to complete its implementation work in time to adopt ASC 606 for periods starting after December 31, 2017.statements or disclosures.




In January 2016,2020, the FASB issued ASU No. 2016-01, Financial Instruments2020-01, Investments - Overall (Subtopic 825-10)Equity Securities (Topic 321), Investment - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): RecognitionClarifying the Interactions between Topic 321, Topic 323, and Measurement of Financial Assets and Financial Liabilities.Topic 815. The amendments in this ASU modify how entities measureclarify certain interactions between the guidance to account for certain equity investments and present changes insecurities under Topic 321, the fair value of financial liabilities. Under the new guidance entities will have to measure equityaccount for investments that do not result in consolidation and are not accounted under the equity method at fair valueof accounting in Topic 323, and recognize any changes in fair value in net income unless the investments qualifyaccounting for certain forward contracts and purchased options under Topic 815. This ASU identifies two main areas for improvement: (1) accounting for certain equity securities upon the application or discontinuation of the equity method of accounting and (2) scope considerations for forward contracts and purchased options on certain securities. The amendment states, as it is related to the first area of improvement, that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the new practicality exception. A practicality exception will applypurposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The amendment also states, as it is relates to forward contracts and purchased options on certain securities, an entity should consider certain criteria to determine the accounting for those equity investments that do not have a readily determinable fair valueforward contracts and do not qualify forpurchased options. The Company adopted this ASU in the practical expedient to estimate fair value under ASC 820, Fair Value Measurements,first quarter of 2021 and as such these investments may be measured at cost. This ASU is effective forhas identified no effect on its 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 relatedor disclosures.


In February 2016,March 2020, 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 beginning2020-04, Reference Rate Reform (Topic 848): Facilitation of the earliest comparative period presentedEffects of Reference Rate Reform on Financial Reporting. The amendments in the financial statements, withthis ASU provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain practical expedients available.criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. LIBOR is expected to phased out by 2021. The amendments in this ASU are effective as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impacteffect 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 $65.9 million for the period ended September 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 ourits financial statements and related disclosures.


In October 2016,August 2020, the FASB issued ASU 2016-16, Income Taxes (Topic 740)No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s own Equity (Subtopic 815-40): Intra-Entity Transfers of Assets Other than Inventory.Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in this ASU reduce the complexitynumber of accounting models for convertible debt instruments and convertible preferred stock in order to simplify the accounting standards by allowingfor convertible instruments and reduce complexity. In addition, it amends the recognition of current and deferred income taxesguidance for scope exception surrounding derivatives for contracts in an intra-entity asset transfer, other than inventory, when
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entity’s own equity. In each case, the transfer occurs. Historically, the income tax consequence was not recognized until the asset was sold to an outside party. Thisrelated guidance surrounding EPS has also been amended. The amendments in this ASU isare effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted.2021. The Company does not expectis currently evaluating the adoptioneffect of this ASU to have a material impact on ourits financial statements and related disclosures.


In January 2017,October 2020, the FASB issued 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business.ASU No. 2020-10, Codification Improvements. The amendments in this ASU provideimprove the consistency of the codification and reorganize the guidance into appropriate sections providing less opportunities for disclosures to be missed. The amendments in this update do not change GAAP and are not expected to result in a robust framework to usesignificant change 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.practice. 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 isare effective for fiscal years beginning after December 15, 20172020. The Company adopted this ASU in the first quarter of 2021 and interim periods withinhas identified no effect on its financial statements or disclosures.

3.Revenues

Digital Media

    Digital Media revenues are earned primarily from the delivery of advertising services, from subscriptions to services and information.

    Revenue is earned from the delivery of advertising services on the Company’s owned and operated websites and on those years. Early adoptionwebsites that are part of Digital Media’s advertising network. Depending on the individual contracts with the customer, revenue for these services are recognized over the contract period when any of the following performance obligations are satisfied: (i) when an advertisement is permittedplaced for viewing, (ii) when a qualified sales lead is delivered, (iii) when a visitor “clicks through” on an advertisement or (iv) when commissions are earned upon the sale of an advertised product.

    Revenue from subscriptions is earned through the granting of access to, or delivery of, data products or services to customers. Subscriptions cover video games and shouldrelated content, health information, data and other copyrighted material. Revenues under such agreements are recognized over the contract term for use of the service. Revenues are also earned from listing fees, subscriptions to online publications, and from other sources. Subscription revenues are recognized over time.

    J2 Global generates Digital Media revenues through the license of certain assets to clients. Assets are licensed for clients’ use in their own promotional materials or otherwise. Such assets may include logos, editorial reviews, or other copyrighted material. Revenues under such license agreements are recognized over the contract term for use of the asset. Technology assets are also licensed to clients. These assets are recognized over the term of the access period. The Digital Media business also generates revenue from other sources which include marketing and production services. Such other revenues are generally recognized over the period in which the products or services are delivered.

J2 Global also generates Digital Media revenues from transactions involving the sale of perpetual software licenses, related software support and maintenance, hardware used in conjunction with its software, and other related services. Revenue is recognized for these software transactions with multiple performance obligations after (i) the Company has had an approved contract and is committed to perform the respective obligations and (ii) the Company can identify and quantify each obligation and its respective selling price. Once the respective performance obligations have been identified and quantified, revenue will be adopted retrospectively for all periods presentedrecognized when the obligations are met, either over time or retrospectivelyat a point in time depending on the nature of the obligation.



with a cumulative-effect adjustmentRevenues from software license performance obligations are generally recognized upfront at the datepoint in time that the software is made available to the customer to download and use. Revenues for related software support and maintenance performance obligations are related to technical support provided to customers as needed and unspecified software product upgrades, maintenance releases and patches during the term of adoption.the support period when they are available. The Company does not expectis obligated to make the adoption of this ASU to have a material impact on our financial statementssupport services available continuously throughout the contract period. Therefore, revenues for support contracts are generally recognized ratably over the contractual period the support services are provided. Hardware product and related disclosures.

In March 2017,software performance obligations, such as an operating system or firmware, are highly interdependent and interrelated and are accounted for as a bundled performance obligation. The revenues for this bundled performance obligation are generally recognized at the FASB issued 2017-08, Receivables - Nonrefundable Feespoint in time that the hardware 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 amortizedsoftware products are delivered and ownership is transferred to the earliest call date. customer. Other service revenues are generally recognized over time as the services are performed.

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 adoptedCompany records revenue on a modified retrospective basesgross basis with respect to revenue generated (i) by the Company serving online display and video advertising across its owned and operated web properties, on third-party sites or on unaffiliated advertising networks, (ii) through the Company’s lead-generation business and (iii) through the Company’s subscriptions. The Company records revenue on a cumulative-effect directlynet basis with respect to retained earningsrevenue paid to the Company by certain third-party advertising networks who
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serve online display and video advertising across the Company’s owned-and-operated web properties and certain third-party sites.

Cloud Services

The Company’s Cloud Services revenues substantially consist of monthly recurring subscription and usage-based fees, which are primarily paid in advance by credit card. The Company defers the portions of monthly, quarterly, semi-annually and annually recurring subscription and usage-based fees collected in advance of the satisfaction of performance obligations and recognizes them in the period earned.

Along with our numerous proprietary Cloud Services solutions, the Company also generates revenues by reselling various third-party solutions, primarily through our email security and online backup lines of business. These third-party solutions, along with our proprietary products, allow the Company to offer customers a variety of solutions to better meet their needs. The Company records revenue on a gross basis with respect to reseller revenue because the Company has control of the specified good or service prior to transferring control to the customer.

Revenues from external customers classified by revenue source are as follows (in thousands):
Three Months Ended
March 31,
Digital Media20212020
Advertising$174,124 $115,265 
Subscription50,881 45,428 
Other1,869 1,998 
Total Digital Media revenues$226,874 $162,691 
Cloud Services
Subscription$171,337 $169,748 
Other92 36 
Total Cloud Services revenues$171,429 $169,784 
Corporate$$
Elimination of inter-segment revenues(118)(83)
Total Revenues$398,185 $332,393 
Timing of revenue recognition
Point in time$5,965 $6,497 
Over time392,220 325,896 
Total$398,185 $332,393 

The Company has recorded $78.8 million and $68.5 million of revenue for the three months ended March 31, 2021 and 2020, respectively, which was previously included in the deferred revenue balance as of the beginning of each respective year.

As of March 31, 2021, the Company acquired 0 deferred revenue in connection with the Company’s business acquisitions (see Note 4 - Business Acquisitions) which are subject to purchase accounting adjustments.

Performance Obligations

The Company’s contracts with customers may include multiple performance obligations. For such arrangements, revenues are allocated to each performance obligation based on its relative standalone selling price.

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The Company satisfies its performance obligations within the Digital Media business upon delivery of services to its customers. In addition, the Company provides content to its advertising partners which the Company sells to its partners’ customer base and receives a revenue share based on the terms of the agreement.

The Company satisfies its performance obligations within the Cloud Services business upon delivery of services to its customers. Payment terms vary by type and location of our customers and the services offered. The term between invoicing and when payment is due is not significant. Due to the nature of the services provided, there are no obligations for returns.

Significant Judgments

In determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is also required to determine the standalone selling price for each distinct performance obligation.

Performance Obligations Satisfied Over Time

The Company’s Digital Media business consists primarily of performance obligations that are satisfied over time. This was determined based on a review of the contracts and the nature of the services offered, where the customer simultaneously receives and consumes the benefit of the services provided. Satisfaction of these performance obligations is evidenced in the following ways:

Advertising

Website reporting by the Company, the customer, or a third-party contains the delivery evidence needed to satisfy the performance obligations within the advertising contract
Successfully delivered leads are evidenced by either delivery reports from the Company’s internal lead management systems or through e-mail communication and/or other evidence of delivery showing acceptance of leads by the customer
Commission is evidenced by direct site reporting from the affiliate or via direct confirmation from the customer

Subscription

Evidence of delivery is contained in the Company’s systems or from correspondence with the customer which tracks when a customer accepts delivery of any assets, digital keys or download links

The Company has concluded revenue is recognized based on delivery of services over the contract period for advertising and on a straight-line basis over the contract period for subscriptions. The Company believes that the methods described are a faithful depiction of the transfer of goods and services.

The Company’s Cloud Services business consists primarily of performance obligations that are satisfied over time. This has been determined based on the fact that the nature of services offered are subscription based and include fax, voice, backup, security, CPP, and email marketing products where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. Depending on the individual contracts with the customer, revenue for these services are recognized over the contract period when any of the following materially distinct performance obligations are satisfied: 

Faxing capabilities are provided
Voice services are provided
Email marketing services are provided
Consumer privacy services are provided
Security solutions, including email and endpoint are provided
Online data backup capabilities are provided

The Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligation over time is a time-based measure. The Company recognizes revenue on a straight-line basis throughout the subscription period and believes that the method used is a faithful depiction of the transfer of goods and services.

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Performance Obligations Satisfied at a Point in Time

    The Company’s Digital Media business has technology subscriptions that have standalone functionality. As a result, they are considered to be functional intellectual property where the performance obligations are satisfied at a point in time. This is evidenced once a digital key is delivered to the customer. Once the key is delivered to the customer, the customer has full control of the technology and the Company has no further performance obligations. The Company has concluded that revenue is recognized once the digital key is delivered. The Company believes that this method is a faithful depiction of the transfer of goods and services.

Practical Expedients

Existence of a Significant Financing Component in a Contract

As a practical expedient, the Company has not assessed whether a contract has a significant financing component because the Company expects at contract inception that the period between payment by the customer and the transfer of promised goods or services by the Company to the customer will be one year or less. In addition, the Company has determined that the payment terms that the Company provides to its customers are structured primarily for reasons other than the provision of finance to the Company. The Company typically charges a single upfront amount for the services because other payment terms would affect the nature of the risk assumed by the Company to provide service given the costs of the customer acquisition and the highly competitive and commoditized nature of the business we operate which allows customers to easily move from one provider to another. This additional risk may make it uneconomical to provide the service.

Costs to Fulfill a Contract

The Company’s revenues are primarily generated from customer contracts that are for one year or less. Costs primarily consist of incentive compensation paid based on the achievements of sales targets in a given period for related revenue streams and are recognized in the month when the revenue is earned. Incentive compensation is paid on the issuance or renewal of the customer contract. As a practical expedient, for amortization periods which are determined to be one year or less, the Company expenses any incremental costs of obtaining the contract with a customer when incurred. For those customers with amortization periods determined to be greater than one year, the Company capitalizes and amortizes the expenses over the period of adoption. benefit.

In addition, the Company partners with various affiliates in order to generate a portion of its revenue for certain lines of business. The commissions earned by the Company’s affiliates are incentive based and are paid on the acquisition of new customers in a given period. For those customers with amortization periods determined to be greater than one year, the Company capitalizes and amortizes the expenses over the period of benefit.

Revenues Invoiced

The Company does not expecthas applied the adoptionpractical expedient for certain revenue streams to exclude the value of this ASU to have a material impact on our financial statements and related disclosures.



In May 2017,remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which the FASB issued 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. The amendmentsCompany recognizes revenue in this ASU provide guidance about which changesproportion to the terms or conditions of share-based payment award require an entityamount it has the right to apply modification accounting in Topic 718. Specifically, an entity should accountinvoice 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.services performed.


3.4.Business Acquisitions


The Company uses acquisitions as a strategy to grow its customer base by increasing its presence in new and existing markets, expand and diversify its service offerings, enhance its technology, and acquire skilled personnel and enter into other jurisdictions.personnel.


The Company completed the following acquisitionsan immaterial media acquisition during the first ninethree months of fiscal 2017,2021, 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; (d) an asset purchase of EZ Publishing (dba “StreamSend”), acquired on August 22, 2017, a provider of email marketing solutions; and (e) other immaterial acquisitions of online data backup, email marketing and email security businesses.cash.


The condensed consolidated statementCondensed Consolidated Statement of income,Operations since the date of eachthe acquisition and balance sheet as of September 30, 2017,March 31, 2021, reflect the results of operations of all 2017 acquisitions.the 2021 acquisition. For the ninethree months ended September 30, 2017, these acquisitionsMarch 31, 2021, this acquisition contributed $9.4 millionan immaterial amount to the Company’s revenues. Net income contributed by these acquisitionsthis acquisition was not separately identifiable due to j2J2 Global’s integration activities and is impracticable to provide. Total consideration for these transactionsthis transaction was $58.4$0.2 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):
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Assets and LiabilitiesValuation
Accounts receivable$831
Property and equipment451
Trade names1,543
Customer relationships25,627
Other intangibles4,659
Goodwill31,253
Accounts payable and accrued expenses(1,475)
Deferred revenue(4,527)
 Total$58,362


During the ninethree months ended September 30, 2017,March 31, 2021, the purchase price accounting has been finalized for the following acquisitions: (i) Fonebox;immaterial digital media, consumer privacy and (ii) other immaterial fax, online data backup, email security andprotection, email marketing, and fax businesses. The initial accounting for all other 2017 acquisitionsthe 2021 acquisition is incomplete and subject to change, which may be significant. j2change. 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 ninethree months ended September 30, 2017,March 31, 2021, the Company recorded adjustments to prior period acquisitionsthe initial working capital and to the purchase accounting due to the finalization of purchase accountingprior period acquisitions in the Business Cloud Services segmentDigital Media business, which resulted in a net decreaseincrease in goodwill of


$(0.8) $2.5 million. In addition, the Company recorded adjustments to the initial working capital relatedand to the purchase accounting due to the finalization of prior period acquisitions in the Digital Media segment,Voice, Backup, Security and CPP businesses which resulted in a net decreaseincrease in goodwill of $(1.5) million.$0.3 million (see Note 8 - Goodwill and Intangible Assets). Such adjustments had an immaterial impact toon the amortization expense within the condensed consolidated statementCondensed Consolidated Statement of incomeOperations for the ninethree months ended September 30, 2017.March 31, 2021.


Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and represents intangible assets that do not qualify for separate recognition. Goodwill recognized associated with these acquisitions during the ninethree months ended September 30, 2017March 31, 2021 is $31.3 million,0, of which $23.6 million0 is expected to be deductible for income tax purposes.


4.5.Investments


Short-term investmentsInvestments consist of certificatesequity and debt securities. 

The Company determined the equity securities that were received as part of deposits,the consideration for the sale of Tea Leaves Health, LLC (“Tea Leaves”) in fiscal year 2017 are without a readily determinable fair value because these securities are privately held, not traded on any public exchanges and not an investment in a mutual fund or similar investment. As a result, management has elected to alternatively measure this investment at cost, less impairment, adjusted for subsequent observable price changes to estimate fair value. The Company will make a “reasonable effort” to identify any observable price changes for identical or similar investments with the issuer that are known are can be reasonably known. Any changes in the carrying value of the equity securities will be reported in current earnings as (gain) loss on investments, net. In addition, the Company determined that the shares of redeemable preferred stock that were also received as part of the consideration for the sale of Tea Leaves are corporate debt securities and are classified as available-for-sale securities. These debt securities were subsequently exchanged in a non-cash transaction in the first quarter of 2020.

Furthermore, the COVID-19 pandemic has had an adverse impact on the global financial markets. A prolonged adverse impact of the COVID-19 pandemic could result in a decline in the equity and debt securities estimated fair value and, thus, a resulting charge to earnings in a future period.

The following table summarizes the gross unrealized gains and losses and estimated fair values for the Company’s securities without a readily determinable fair value (in thousands):
CostImpairmentAdjustmentsReported Amount
March 31, 2021
Equity securities$31,779 $$(479)$31,300 
Total$31,779 $$(479)$31,300 
December 31, 2020
Equity securities$50,384 $(19,605)$(479)$30,300 
Total$50,384 $(19,605)$(479)$30,300 

In the first quarter of 2020, in a non-cash transaction of $18.3 million, the Company exchanged shares of redeemable preferred stock that were previously classified as available-for-sale corporate debt securities for a new series of preferred stock, classified as equity securities without a readily determinable fair value. The Company recognized a loss on exchange of $4.4 million, which is reflected in loss on investments, net in the Condensed Consolidated Statement of Operations.

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During the year ended December 31, 2020, the Company recorded a $19.6 million impairment loss related to a decline
in value primarily due to the recapitalization of the investee and overall market volatility. At March 31, 2021, cumulative impairment losses on these securities were $23.8 million. Impairment losses are statedrecorded in loss on investments, net on the Condensed Consolidated Statements of Operations.

The following table summarizes the gross unrealized gains and losses and fair values for investments classified as available-for-sale investments (in thousands):
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
March 31, 2021    
Corporate debt securities$511 $152 $$663 
Total$511 $152 $$663 
December 31, 2020    
Corporate debt securities$511 $152 $$663 
Total$511 $152 $$663 

At March 31, 2021, the Company’s available-for-sale debt securities are carried at fair market value. value, with the unrealized gains and losses reported as a component of other comprehensive income.


The following table summarizes J2 Global’s corporate debt securities designated as available-for-sale, classified by the contractual maturity date of the security (in thousands):
5.Assets Held for Sale

 March 31, 2021December 31, 2020
Due within 1 year$663 $663 
Due within more than 1 year but less than 5 years
Due within more than 5 years but less than 10 years
Due 10 years or after
Total$663 $663 

Recognition and Measurement of Credit Loss of Debt Securities

The Company adopted ASU 2016-13, Financial Instrument-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments in the first quarter of 2020. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. This ASU also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded though an allowance for credit losses rather than a reduction in amortized cost basis of the securities. These changes will result in earlier recognition of credit losses, if any.

The Company’s available-for-sale debt securities are carried at estimated fair value with any unrealized gains and losses, net of taxes, included in accumulated other comprehensive loss in stockholders’ equity. Available- for-sale debt securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of that difference, if any, is caused by expected credit losses. Expected credit losses on available-for-sale debt securities are recognized in other (income) expense, net on our Condensed Consolidated Statements of Operations, and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive loss in stockholders’ equity.

There were no investments in an unrealized loss position as of March 31, 2021 or December 31, 2020.

As of March 31, 2021 and December 31, 2020, the Company did not recognize any credit losses related to debt securities.

On September 25, 2017, the Company entered into a commitment to invest $200 million (approximately 76.6% of equity) in the OCV Fund. The primary purpose of the Fund is to provide a limited number of select investors with the opportunity to realize long-term appreciation from public and private companies, with a particular focus on the technology and
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life science industries. The general activities of the OCV Fund is to buy, sell, hold and otherwise invest in securities of every kind and nature and rights and options with respect thereto, including, without limitation, stock, notes, bonds, debentures and evidence of indebtedness; to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to securities held or owned by the OCV Fund; to enter into, make and perform all contracts and other undertakings; and to engage in all activities and transactions as may be necessary, advisable or desirable to carry out the foregoing.

The manager, OCV Management, LLC, and general partner of the Fund are entities with respect to which Richard S. Ressler, Chairman of the Board of Directors (the “Board”) of the Company, is indirectly the majority equity holder and a related party. As a limited partner in the Fund, the Company will pay an annual management fee to the manager equal to 2.0% (reduced by 10% each year beginning with the sixth year) of capital commitments. In addition, subject to the terms and conditions of the Fund’s limited partnership agreement, once the Company has received distributions equal to its invested capital, the Fund’s general partner would be entitled to a carried interest equal to 20%. The Fund has a six year investment period, subject to certain exceptions. The commitment was approved by the Audit Committee of the Board in accordance with the Company’s related-party transaction approval policy.

In the first three months of 2021, the Company received capital call notices from the management of OCV Management, LLC for $7.1 million, inclusive of certain management fees. Of the outstanding balance, $8.1 million has been paid for the three months ended March 31, 2021. In the first three months of 2020, the Company received capital call notices from the management of OCV Management, LLC for $22.8 million, inclusive of certain management fees, of which $22.8 million had been paid for the three months ended March 31, 2020.

The Company recognizes its equity in the net earnings or losses relating to the investment in OCV on a one-quarter lag due to the timing and availability of financial information from OCV. If the Company becomes aware of a significant decline in value that is other-than-temporary, the loss will be recorded in the period in which the Company identifies the decline.

During the three months ended March 31, 2021 and 2020, the Company recognized an investment (gain) loss of $(24.3) million and $4.3 million, net of tax (expense) benefit, respectively. The first quarter 2021 gain was primarily a result of a gain on the underlying investments. The first quarter 2020 loss was primarily a result of the impairment of 2 of its investments as a result of COVID-19 in the amount of $7.0 million, net of tax benefit; partially offset by investment income, net of tax expense, of $2.7 million. The loss is presented in the Company’s Condensed Consolidated Statement of Operations as (income) loss from equity method investment, net.

During the three months ended March 31, 2021 and 2020, the Company recognized management fees of $0.8 million and $0.8 million, net of tax benefit, respectively.

The following table discloses the carrying amount for the Company’s equity method investment (in thousands):
March 31, 2021December 31, 2020
Equity method investment$107,403 $67,195 
Maximum exposure to loss$107,403 $67,195 

As a limited partner, the Company’s maximum exposure to loss is limited to its proportional ownership in the partnership. In addition, the Company is not required to contribute capital in an aggregate amount in excess of its capital commitment and any expected losses will not be in excess of the Capital Account. Finally, there are no call or put options, or other types of arrangements, which limit the Company’s ability to participate in losses and returns of the Fund.

6.Assets Held For Sale

During the first quarter of 2021, the Company committed to a plan to sell certain Voice assets in the United Kingdom as they were determined to be non-core assets. Such assets are recorded within the Voice, Backup, Security, and CPP reportable segment. On February 9, 2021, in a cash transaction, the Company sold the assets for a gain of $2.0 million which was recorded in gain on sale of businesses on the Condensed Consolidated Statement of Operations.

The Company classifies assetsasset 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.

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During the thirdfirst quarter 2017,of 2021, the Company committed to a plan to sell Tea Leaves Health, LLC (“Tea Leaves”), a subsidiary within the Digital Media segment,its B2B Backup business as it was determined to be a non-core asset. This determination resulted in a reclassification of assets held for sale onbusiness. The business is recorded within the condensed consolidated balance sheet with a net carrying value of $55.6 million as of September 30, 2017.Voice, Backup, Security, and CPP reportable segment.


The following table presents information related to the assets and liabilities that were classified as held for sale in our condensed consolidated balance sheetsCondensed Consolidated Balance Sheet (in thousands):
March 31, 2021
Accounts receivable, net$6,394 
Prepaid expenses and other current assets1,669 
Property and equipment, net9,280 
Operating lease right-of-use assets15,150 
Trade names, net3,886 
Customer relationships, net8,201 
Goodwill86,389 
Other purchased intangibles, net775 
Deferred income taxes, noncurrent3,814 
Other assets96 
Total assets held for sale$135,654 
Accounts payable and accrued expenses$3,670 
Deferred revenue, current2,749 
Operating lease liabilities, current2,648 
Other current liabilities435 
Deferred revenue, noncurrent
Operating lease liabilities, noncurrent12,566 
Other long-term liabilities240 
Total liabilities held for sale$22,315 

  September 30, 2017
   
Accounts receivable, net $5,568
Prepaid expenses and other current assets 3,957
Property and equipment, net 1,734
Goodwill 36,312
Other intangible assets, net 10,859
Deferred income taxes, non-current 6,305
Other assets 4
Total assets held for sale $64,739
   
Accounts payable and accrued expenses $2,200
Deferred revenue, current 2,236
Deferred income taxes, non-current 4,709
Other long-term liabilities 4
Total liabilities held for sale $9,149

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. On July 12, 2017, in a cash transaction, the Company sold Cambridge for a gain of $3.2 million which was recorded in other (income) expense, net.

During the third quarter 2017, the Company committed to a plan to sell j2 Australia Hosting Pty Ltd (dba “Web24”), a subsidiary within the Business Cloud Services segment, as it was determined to be a non-core asset. On September 1, 2017, in a cash transaction, the Company sold Web24 for a gain of $1.6 million which was recorded in other (income) expense, net.



6.7.Fair Value Measurements


j2J2 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.


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The Company’s money market funds are classified within Level 1. The Company values these Level 1 investments using quoted market prices. The fair value of long-term debt is determined using recent quoted market prices or dealer quotes for each of the Company’s certificatesinstruments, which are Level 1 inputs. The fair value of depositthe Company’s debt instruments at March 31, 2021 and December 31, 2020 was $2.1 billion and $2.0 billion, respectively (see Note 9 - Debt).

Certain of the Company’s debt securities are classified within Level 2. The Company values these Level 2 investments based on 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 September 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 September 30, 2017 and December 31, 2016 was $1.2 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 its acquisitions within Level 3 because factors used to develop the estimated fair value are unobservable inputs, such as volatility and market risks, and are not supported by market activity. The fair valueFor similar reasons, certain of the contingent consideration liability was determined using option based approaches. This methodology was utilized becauseCompany’s available-for-sale debt securities are classified within Level 3. The valuation approaches used to value the distribution of payments is not symmetricLevel 3 investments consider unobservable inputs in the market such as time to liquidity, volatility, dividend yield, 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.breakpoints. 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 table presents the fair values, valuation techniques, unobservable inputs, and ranges of the Company’s financial liabilities categorized within Level 3. The weighted averages below are a product of the unobservable input and fair value of the contingent consideration arrangement as of March 31, 2021.

Valuation TechniqueUnobservable InputRangeWeighted Average
Contingent ConsiderationOption-Based ModelRisk free rate1.9%1.9 %
Debt spread0.0% - 33.5%11.0 %
Probabilities100.0%100.0 %
Present value factor3.6% - 3.9%3.7 %
Discount rate28.6%28.6 %

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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):
March 31, 2021Level 1Level 2Level 3Fair ValueCarrying Value
Assets:
Cash equivalents:
   Money market and other funds$10,396 $$$10,396 $10,396 
Corporate debt securities663 663 663 
Total assets measured at fair value$10,396 $663 $$11,059 $11,059 
Liabilities:
Contingent consideration$$$9,530 $9,530 $9,530 
Debt2,091,518 2,091,518 1,586,331 
Total liabilities measured at fair value$2,091,518 $$9,530 $2,101,048 $1,595,861 
December 31, 2020Level 1Level 2Level 3Fair ValueCarrying Value
Assets:
Cash equivalents:
   Money market and other funds$10,413 $$$10,413 $10,413 
Corporate debt securities663 663 663 
Total assets measured at fair value$10,413 $663 $$11,076 $11,076 
Liabilities:
Contingent consideration$$$9,094 $9,094 $9,094 
Debt1,960,527 1,960,527 1,579,021 
Total liabilities measured at fair value$1,960,527 $$9,094 $1,969,621 $1,588,115 
September 30, 2017Level 1 Level 2 Level 3 Fair Value
Assets:       
Cash equivalents:       
   Money market and other funds$127,751
 $
 $
 $127,751
Total assets measured at fair value$127,751
 $
 $
 $127,751
        
Liabilities:       
Contingent interest derivative$
 $958
 $
 $958
Total liabilities measured at fair value$
 $958
 $
 $958
        
December 31, 2016Level 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 nine months ended September 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 related to contingent consideration that are measured at fair value on a recurring basis (in thousands):
Level 3Affected line item in the Statement of Operations
Balance as of January 1, 2021$9,094 
Contingent consideration
Total fair value adjustments reported in earnings508 General and administrative
Contingent consideration payments(72)Not applicable
Balance as of March 31, 2021$9,530 
 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 September 30, 2017$
  


In connection with the Company’s acquisition of Salesify, on September 17, 2015,activity, contingent consideration of up to an aggregate of $17.0$9.6 million may be payable upon achieving certain future incomerevenue, and/or unique visitor thresholds and had a combined fair value of zero$9.5 million and $0.6$9.1 million at September 30, 2017March 31, 2021 and December 31, 2016,2020, respectively. Due to the achievement of certain thresholds, $0.1 million was paid in the first three months of 2021.


During the ninethree months ended September 30, 2017,March 31, 2021, the Company recorded a decreasean increase in the fair value of the contingent consideration of $0.6$0.5 million and reported such decreaseincrease in general and administrative expenses.



The following table presents a reconciliation of the Company’s derivative instruments (in thousands):
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 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 September 30, 2017$958
�� 



Losses associated with other-than-temporary impairments are recorded as a component of other (income) expense. Gains and losses not associated with other-than-temporary impairments are recorded as a component of other comprehensive income. 

7.8.Goodwill and Intangible Assets


Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination and is assigned to the reporting unit that is expected to benefit from the synergies of the combination. Intangible assets resulting from the acquisitions of entities accounted for using the acquisition method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trademarks and trade names, developed technologies and other intangible assets. The fair values of these identified intangible assets are based upon expected future cash flows or income, which take into consideration certain assumptions such as customer turnover, trade names and patent lives. These determinations are primarily based upon the Company’s historical experience and expected benefit of each intangible asset. If it is determined that such assumptions are not accurate, then the resulting change will impact the fair value of the intangible asset. Identifiable intangible assets are amortized over the period of estimated economic benefit, which ranges from one to 20 years.


The changes in carrying amounts of goodwill for the ninethree months ended September 30, 2017March 31, 2021 are as follows (in thousands):
Fax and MartechVoice, Backup, Security and CPPTotal Cloud ServicesDigital MediaConsolidated
Balance as of January 1, 2021$425,471 $499,025 $924,496 $942,934 $1,867,430 
Goodwill written off related to sale of a business (1)
(1,339)(1,339)(1,339)
Goodwill reclassified to noncurrent assets held for sale (2)
(86,389)(86,389)(86,389)
Purchase accounting adjustments (3)
254 254 2,536 2,790 
Foreign exchange translation(2,923)(1,635)(4,558)(189)(4,747)
Balance as of March 31, 2021$422,548 $409,916 $832,464 $945,281 $1,777,745 
 Business Cloud Services Digital Media Consolidated
Balance as of January 1, 2017$559,152
 $563,658
 $1,122,810
Goodwill acquired (Note 3)31,253
 
 31,253
Goodwill reclassified to noncurrent assets held for sale (1)

 (36,312) (36,312)
Goodwill written off related to sale of a business unit (2)(3)
(3,614) (17,815) (21,429)
Purchase accounting adjustments (4)
(766) (1,464) (2,230)
Foreign exchange translation13,811
 85
 13,896
Balance as of September 30, 2017$599,836
 $508,152
 $1,107,988

(1)During the third quarter 2017, the Company reclassified $36.3 million of goodwill to noncurrent assets held for sale in connection with Tea Leaves (see Note 5 - Assets Held for Sale).

(2) On July 12, 2017,February 9, 2021, in a cash transaction, the Company sold Cambridgecertain of its Voice assets in the United Kingdom which resulted in $17.8$1.3 million of goodwill being written off in connection with this sale (see Note 56 - Assets Held for Sale).


(3) On September 1, 2017, in a cash transaction,(2) During the first quarter of 2021, the Company sold Web24 which resulted in $3.6reclassified $86.4 million of goodwill being written offto noncurrent assets held for sale in connection with this salecertain B2B Backup assets (see Note 56 - Assets Held for Sale).


(4) (3) Purchase accounting adjustments relate to measurement period adjustments to goodwill in connection with prior year business acquisitions (see Note 34 - Business Acquisitions).




Intangible Assets with Indefinite Lives:


Intangible assets are summarized as of September 30, 2017March 31, 2021 and December 31, 20162020 as follows (in thousands):
March 31,
2021
December 31,
2020
Trade names$27,416 $27,460 
Other4,318 4,329 
Total$31,734 $31,789 
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 September 30,
2017
 December 31,
2016
Trade name$27,379
 $27,379
Other5,432
 5,432
Total$32,811
 $32,811


Intangible Assets Subject to Amortization:


As of September 30, 2017,March 31, 2021, intangible assets subject to amortization relate primarily to the following (in thousands):
Weighted-Average
  Amortization
Period
 
Historical
Cost
 
Accumulated
Amortization
 NetWeighted-Average
  Amortization
Period
Historical
Cost
Accumulated
Amortization
Net
Trade names11.5 years $127,525
 $48,191
 $79,334
Trade names9.8 years$258,338 $104,344 $153,994 
Patent and patent licenses6.6 years 66,829
 55,597
 11,232
Patent and patent licenses5.5 years67,951 67,070 881 
Customer relationships (1)
9.4 years 414,996
 236,186
 178,810
Customer relationships (1)
8.0 years837,933 488,132 349,801 
Other purchased intangibles5.2 years 196,157
 56,411
 139,746
Other purchased intangibles4.3 years433,614 280,463 153,151 
Total $805,507
 $396,385
 $409,122
Total$1,597,836 $940,009 $657,827 

(1) Historically, the Company has amortized its customer relationship assets in a pattern that best reflects the pace inat 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, 2016,2020, intangible assets subject to amortization relate primarily to the following (in thousands):
Weighted-Average
  Amortization
Period
Historical
Cost
Accumulated
Amortization
Net
Trade names10.0 years$260,715 $100,273 $160,442 
Patent and patent licenses5.5 years67,980 66,964 1,016 
Customer relationships (1)
8.0 years848,875 471,681 377,194 
Other purchased intangibles4.3 years436,352 265,224 171,128 
Total$1,613,922 $904,142 $709,780 
 
Weighted-Average
  Amortization
Period
 
Historical
Cost
 
Accumulated
Amortization
 Net
Trade names11.5 years $127,342
 $38,868
 $88,474
Patent and patent licenses6.6 years 65,605
 51,677
 13,928
Customer relationships (1)
9.6 years 390,930
 182,775
 208,155
Other purchased intangibles6.0 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 inat 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$48.5 million and $23.7$38.8 million for the three month periodmonths ended September 30, 2017March 31, 2021 and 2016, respectively, and $94.3 million and $69.6 million for the nine month period ended September 30, 2017 and 2016,2020, respectively. Amortization expense is estimated to approximate $174.8$136.1 million, $97.4$134.7 million, $53.3$106.2 million, $36.9$77.7 million and $29.7$65.3 million for the remaining nine months of fiscal years 2017year 2021 through 2021,fiscal year 2025, respectively, and $111.3$137.8 million thereafter through the duration of the amortization period.



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8.    Long-Term


9.    Debt


6.0%The Company’s debt as of March 31, 2021 and December 31, 2020 consists of the following (in thousands):
March 31, 2021December 31, 2020
4.625% Senior Notes$750,000 $750,000 
Convertible Notes:
3.25% Convertible Notes402,413 402,414 
1.75% Convertible Notes550,000 550,000 
Total Notes1,702,413 1,702,414 
Paycheck Protection Program Loan910 910 
Less: Unamortized discount(106,411)(112,798)
Deferred issuance costs(10,581)(11,505)
Total debt1,586,331 1,579,021 
Less: current portion(399,893)(396,801)
Total long-term debt, less current portion$1,186,438 $1,182,220 

4.625% 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,October 7, 2020, J2 Global, Inc. completed the issuance and sale of $650$750 million aggregate principal amount of their 6.0%its
4.625% senior notes due in 2025 (the “6.0%2030 (the“4.625% Senior Notes”) in a private placement offering exempt from the registration requirements of the Securities Act of 1933. j2 CloudThe Company received proceeds of $636.2$742.7 million after deducting the initial purchasers’ discounts, commissions and offering expenses and isexpenses. The 4.625% Senior Notes are presented as Long-termlong-term debt, net of deferred issuance costs, on the condensed consolidated balance sheetsConsolidated Balance Sheets as of September 30, 2017.March 31, 2021. The net proceeds were used to redeem all of j2 Cloud’s 8.0% notesits outstanding 6.0% Senior Notes due in 2020,2025 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 usedwere available for general corporate purposes including acquisitions.which may include acquisitions and the repurchase or redemption of other outstanding indebtedness.

The 6.0%4.625% Senior Notes bear interest at a rate of 6.0%4.625% per annum, payable semi-annually in arrears on JanuaryApril 15 and JulyOctober 15 of each year, commencing on JanuaryApril 15, 2018.2021. The 6.0%4.625% Senior Notes mature on JulyOctober 15, 2025,2030, and are senior unsecured obligations of the IssuersCompany which are guaranteed, jointly and are guaranteedseverally, on an unsecured basis by certain of the Company’s existing and future domestic direct and indirect wholly-owned subsidiaries of j2 Cloud (as defined in(collectively, the Indenture agreement dated June 27, 2017, the “Indenture”“Guarantors”). If j2 CloudJ2 Global, Inc. or any of its restricted subsidiaries acquires or creates a domestic restricted subsidiary, other than an insignificant subsidiaryInsignificant Subsidiary (as defined in the Indenture)indenture pursuant to which the 4.625% Senior Notes were issued (the “Indenture”)), after the issue date, or any insignificant subsidiaryInsignificant Subsidiary ceases to fit within the definition of insignificant subsidiary,Insignificant Subsidiary, such restricted subsidiary is required to unconditionally guarantee, jointly and severally, on an unsecured basis, the Issuers’Company’s obligations under the 6.0%4.625% Senior Notes.


The IssuersCompany may redeem some or all of the 6.0%4.625% Senior Notes at any time on or after JulyOctober 15, 20202025 at specified redemption prices plus accrued and unpaid interest, if any, to, but excluding the redemption date. Before JulyOctober 15, 2020, in connection with2023, and following certain equity offerings, the IssuersCompany also may redeem up to 35%40% of the 6.0%4.625% Senior Notes at a price equal to 106.000%104.625% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding the redemption date. The Company may make such redemption only if, after such redemption, at least 50% of the aggregate principal amount of the 4.625% Senior Notes remains outstanding. In addition, at any time prior to JulyOctober 15, 2020,2025, the IssuersCompany may redeem some or all of the 6.0%4.625% Senior Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus an applicable “make-whole” premium.


The indenture governingIndenture contains covenants that restrict the 6.0% Senior Notes contains certain restrictive and other covenants applicable to j2 Cloud and subsidiaries designated as restricted subsidiaries including, but not limitedCompany’s ability to (i) pay dividends or make distributions on j2 Cloud’s capitalthe Company’s common stock or repurchase j2 Cloud’sthe Company’s capital stock; (ii) make certain restricted payments; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants includecontain 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 CloudJ2 Global, Inc. and subsidiaries designated as restricted subsidiaries hashave a net leverage ratio of greater than 3.03.5 to 1.0. In addition, if such net leverage ratio is in excess of 3.03.5 to 1.0, the restriction on restricted payments is subject to various exceptions, including the total aggregate amount not exceeding the greater of (A) $250 million and (B) 50.0% of EBITDA for the most recently ended 4 fiscal quarter period ended immediately prior to such date for which internal financial statements are permitted up to $75 million. These contractual provisions did not, as of September 30, 2017, restrict j2 Cloud’s ability to pay dividends to j2 Global, Inc.available. The companyCompany is in compliance with its debt covenants as of September 30, 2017.March 31, 2021.

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As of September 30, 2017,March 31, 2021 and December 31, 2020, the estimated fair value of the 6.0%4.625% Senior Notes was approximately $680.1$760.3 million and $796.9 million, and was based on therecent quoted market prices of debt instruments with similar terms, credit rating and maturities ofor dealer quotes for the 6.0%4.625% Senior Notes which are Level 21 inputs (see Note 67 - Fair Value Measurements).

8.0% Senior Notes

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 which resulted in a loss on extinguishment of $8.0 million recorded which was recorded in Interest expense, net. j2 Cloud has satisfactorily discharged its obligations to the holders of such notes.




3.25% Convertible Notes


On June 10, 2014, j2J2 Global issued $402.5 million aggregate principal amount of 3.25% convertible senior notes due June 15, 2029 (the “Convertible“3.25% Convertible Notes”). The 3.25% Convertible Notes bear interest at a rate of 3.25% per annum, payable semiannually in arrears on June 15 and December 15 of each year. Beginning with the six-month interest period commencing on June 15, 2021, the Company must pay contingent interest on the 3.25% Convertible Notes during any six-month interest period if the trading price per $1,000 principal amount of the 3.25% Convertible Notes for each of the five trading days immediately preceding the first day of such interest period equals or exceeds $1,300. Any contingent interest payable on the 3.25% Convertible Notes will be in addition to the regular interest payable on the 3.25% Convertible Notes.


Holders may surrender their 3.25% 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 j2J2 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 3.25% Convertible Notes on each such trading day; (ii) during the five5 consecutive business day period following any ten10 consecutive trading day period in which the trading price for the 3.25% Convertible Notes for each such trading day was less than 98% of the product of (a) the closing sale price of j2J2 Global common stock on each such trading day and (b) the applicable conversion rate on each such trading day; (iii) if j2J2 Global calls any or all of the 3.25% 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. j2J2 Global will settle conversions of the 3.25% Convertible Notes by paying or delivering, as the case may be, cash, shares of j2J2 Global common stock or a combination thereof at j2J2 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 shares of the Company’s common stock.


ForDuring the three months ended Septemberfirst quarter of 2021, the last reported sale price of the Company’s common stock exceeded 130% of the conversion price for at least 20 trading days ending on, and including, the last trading day of the quarter. As a result, the 3.25% Convertible Notes were convertible at the option of the holders during the quarter beginning April 1, 2021 and ending June 30, 2017,2021.

During the fourth quarter of 2020, the last reported sale price of the Company’s common stock exceeded 130% of the conversion price for at least 20 trading days ending on, and including, the last trading day of the quarter. As a result, the 3.25% Convertible Notes were convertible at the option of the holders during the quarter beginning January 1, 2021 and ending March 31, 2021.

As of March 31, 2021, the conversion rate is 14.564514.7632 shares of j2J2 Global common stock for each $1,000 principal amount of 3.25% Convertible Notes, which represents a conversion price of approximately $68.66$67.74 per share of j2J2 Global common stock. The conversion rate is subject to adjustment for certain events as set forth in the indenture governing the 3.25% Convertible Notes, but will not be adjusted for accrued interest. In addition, following certain corporate events that occur on or prior to June 20, 2021, j2J2 Global will increase the conversion rate for a holder that elects to convert its 3.25% Convertible Notes in connection with such a corporate event.


j2J2 Global may not redeem the 3.25% Convertible Notes prior to June 20, 2021. On or after June 20, 2021, j2J2 Global may redeem for cash all or part of the 3.25% Convertible Notes at a redemption price equal to 100% of the principal amount of the 3.25% Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 3.25% Convertible Notes.


Holders have the right to require j2J2 Global to repurchase for cash all or part of their 3.25% 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 3.25% Convertible Notes
-28-


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 3.25% Convertible Notes, occurs prior to the maturity date, holders may require j2J2 Global to repurchase for cash all or part of their 3.25% Convertible Notes at a repurchase price equal to 100% of the principal amount of the 3.25% Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. As a result of the Holders’ repurchase option on June 15, 2021, the net carrying value of the 3.25% Convertible Notes was classified within current liabilities on the Condensed Consolidated Balance Sheet as of March 31, 2021.


The 3.25% 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 3.25% 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 3.25% Convertible Notes


In accordance with ASC 470-20, Debt with Conversion and Other Options, convertible debt that can be settled for cash is required to be separated into the liability and equity component at issuance, with each component assigned a value. The value assigned to the liability component is the estimated fair value, as of the issuance date, of similar debt without the conversion feature. The difference between the cash proceeds and estimated fair value of the liability component, representing the value of the conversion premium assigned to the equity component, is recorded as a debt discount on the issuance date. This debt discount is amortized to interest expense using the effective interest method over the period from the issuance date through the first stated repurchase date on June 15, 2021.


j2J2 Global estimated the borrowing rates of similar debt without the conversion feature at origination to be 5.79% for the 3.25% Convertible Notes and determined the debt discount to be $59.0 million. As a result, a conversion premium after tax of $37.7 million was recorded in additional paid-in capital. The aggregate debt discount is amortized as interest expense over the period from the issuance date through the first stated repurchase date on June 15, 2021, which management believes is the expected life of the 3.25% Convertible Notes using an interest rate of 5.81%. As of September 30, 2017,March 31, 2021, the remaining period over which the unamortized debt discount will be amortized is 3.70.2 years.


The 3.25% Convertible Notes are carried at face value less any unamortized debt discount and debt issuance costs. The fair value of the 3.25% Convertible Notes at each balance sheet date is determined based on recent quoted market prices or dealer quotes for the 3.25% Convertible Notes, which are Level 1 inputs (see Note 67 - 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 September 30, 2017March 31, 2021 and December 31, 2016,2020, the estimated fair value of the 3.25% Convertible Notes was approximately $498.6$682.0 million and $516.8$593.1 million, respectively.


Long-term1.75% Convertible Notes

On November 15, 2019, J2 Global issued $550.0 million aggregate principal amount of 1.75% convertible senior notes due November 1, 2026 (the “1.75% Convertible Notes”). J2 Global received proceeds of $537.1 million in cash, net of purchasers’ discounts and commissions and other debt issuance costs. A portion of the net proceeds were used to pay off all amounts outstanding under the then-existing Credit Facility. The 1.75% Convertible Notes bear interest at a rate of 1.75% per annum, payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2020. The 1.75% Convertible Notes will mature on November 1, 2026, unless earlier converted or repurchased.

Holders may surrender their 1.75% Convertible Notes for conversion at any time prior to the close of business on the business day immediately preceding July 1, 2026 only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on March 31, 2020 (and only during such calendar quarter), if the last reported sale price of J2 Global common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding the calendar quarter is greater than 130% of the applicable conversion price of the 1.75% Convertible Notes on each such applicable trading day; (ii) during the 5 business day period following any 10 consecutive trading day period in which the trading price per $1,000 principal amount of 1.75% Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of J2 Global common stock and the applicable conversion rate on each such trading day; or (iii)
-29-


upon the occurrence of specified corporate events. On or after July 1, 2026, and prior to the close of business on the business day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances. J2 Global will settle conversions of the 1.75% Convertible Notes by paying or delivering, as the case may be, cash, shares of J2 Global common stock or a combination thereof at J2 Global’s election. The Company currently intends to satisfy its conversion obligation by paying and delivering a combination of cash and shares of the Company’s common stock. Holders of the notes will have the right to require the Company to repurchase for cash all or any portion of their notes upon the occurrence of certain corporate events, subject to certain conditions. During the first quarter of 2021 and the fourth quarter of 2020, the last reported sale price of the Company’s common stock did not meet the conversion price threshold requirements of the 1.75% Convertible Notes. Therefore, the net carrying amount of the 1.75% Convertible Notes is classified as long-term debt on the Condensed Consolidated Balance Sheets.

As of March 31, 2021, the conversion rate is 7.9864 shares of J2 Global common stock for each $1,000 principal amount of 1.75% Convertible Notes, which represents an conversion price of approximately $125.21 per share of J2 Global common stock. The conversion rate is subject to adjustment for certain events as set forth in the indenture governing the 1.75% Convertible Notes, but will not be adjusted for accrued interest. In addition, upon the occurrence of a “Make-Whole Fundamental Change” (as defined in the 1.75% Convertible Note Indenture), J2 Global will increase the conversion rate for a holder that elects to convert its 1.75% Convertible Notes in connection with such a corporate event in certain circumstances.

J2 Global may not redeem the 1.75% Convertible Notes prior to November 1, 2026, and no sinking fund is provided for the 1.75% Convertible Notes.

The 1.75% Convertible Notes are the Company’s general senior unsecured obligations and rank: (i) senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 1.75% Convertible Notes; (ii) equal in right of payment to the Company’s existing and future indebtedness that is not so subordinated, including its existing 3.25% Convertible Notes due 2029; (iii) effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all existing and future indebtedness and other liabilities incurred by the Company’s subsidiaries, including the then-existing 6.0% Senior Notes due 2025.

Accounting for the 1.75% Convertible Notes

In accordance with ASC 470-20, Debt with Conversion and Other Options, convertible debt that can be settled for cash is required to be separated into the liability and equity component at issuance, with each component assigned a value. The value assigned to the liability component is the effective fair value, as of September 30, 2017the issuance date, of similar debt without the conversion feature. The difference between the cash proceeds and estimated fair value of the liability component, representing the value of the conversion premium assigned to the equity component, is recorded as a debt discount on the issuance date. This debt discount is amortized to interest expense using the effective interest method over the period from the issuance date through the maturity date of November 1, 2026.

J2 Global estimated the borrowing rates of similar debt without the conversion feature at origination to be 5.5% for the 1.75% Convertible Notes and determined the debt discount to be $118.9 million. As a result, a conversion premium after tax of $88.1 million (net of $2.8 million of the deferred issuance costs) are recorded in additional paid-in capital. The aggregate debt discount is amortized as interest expense over the period from the issuance date through the maturity date of November 1, 2026, which management believes is the expected life of the 1.75% Convertible Notes using an interest rate of 5.5%. As of March 31, 2021, the remaining period over which the unamortized debt discount will be amortized is 5.6 years.

In connection with the issuance of the 1.75% Convertible Notes, the Company incurred $12.9 million of deferred issuance costs, which primarily consisted of the underwriters’ discount, legal and other professional service fees. Of the total deferred issuance costs incurred, $10.1 million of such deferred issuance costs were attributable to the liability component and are recorded within other assets and are being amortized to interest expense through the maturity date. The unamortized balance, as of March 31, 2021, was $8.6 million. The remaining $2.8 million of the deferred issuance costs were netted with the equity component in additional paid-in capital at the issuance date.

The 1.75% Convertible Notes are carried at face value less any unamortized debt discount and issuance costs. The fair value of the 1.75% Convertible Notes at each balance sheet date is determined based on recent quoted market prices or dealer quotes for the 1.75% Convertible Notes, which are Level 1 inputs (see Note 7 - Fair Value Measurements). If such information is not available, the fair value is determined using cash-flow models of the scheduled payments discounted at market interest
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rates for comparable debt without the conversion feature. As of March 31, 2021 and December 31, 20162020, the estimated fair value of the 1.75% Convertible Notes was approximately $648.3 million and $569.7 million, respectively.

Credit Facility

On April 7, 2021, the Company entered into a $100 million Credit Agreement (the “Credit Agreement”) (see Note 18 - Subsequent Events). Subject to customary conditions, J2 may, from time to time, request increases in the commitments under the Credit Agreement in an aggregate amount up to $250 million, for a total aggregate commitment of up to $350 million. The final maturity of the Credit Facility will occur on April 7, 2026.

Paycheck Protection Program Loan

Through the 2020 acquisition of The Aberdeen Group, LLC and The Big Willow, Inc., the Company acquired $0.9 million of outstanding debt originating from the Paycheck Protection Program. As of March 31, 2021 and December 31, 2020, the outstanding balance approximated fair value.

10.Leases

J2 Global leases certain facilities and equipment under non-cancelable operating and finance leases which expire at various dates through 2031. Office and equipment leases are typically for terms of three to five years and generally provide renewal options for terms up to an additional five years. Some of the Company’s leases include options to terminate within one year.

In certain agreements in which the Company leases office space where the Company is the tenant, it subleases the site to various other companies through a sublease agreement.

Finance leases are not material to the Company’s Condensed Consolidated Financial Statements and are therefore not included in the disclosures below.

The components of lease expense were as follows (in thousands):
Three Months Ended
March 31,
20212020
Operating lease cost$7,023 $7,104 
Short-term lease cost1,173 445 
Total lease cost$8,196 $7,549 

Supplemental balance sheet information related to leases was as follows (in thousands):
March 31, 2021December 31, 2020
Operating leases
Operating lease right-of-use assets$85,342 $105,845 
Operating lease right-of-use assets classified as assets held for sale15,150 
Total operating lease right-of-use assets$100,492 $105,845 
Operating lease liabilities, current$30,330 $32,211 
Operating lease liabilities, current classified as assets held for sale2,648 
Operating lease liabilities, noncurrent80,465 99,177 
Operating lease liabilities, noncurrent classified as assets held for sale12,566 
Total operating lease liabilities$126,009 $131,388 

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Supplemental cash flow information related to leases was as follows (in thousands):
Three Months Ended
March 31,
20212020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$8,099 $7,411 
Right-of-use assets obtained in exchange for lease obligations:
Operating leases$920 $1,790 

Other supplemental operating lease information consists of the followingfollowing:
March 31, 2021December 31, 2020
Operating leases:
Weighted average remaining lease term5.0 years5.2 years
Weighted average discount rate3.94 %3.93 %

Maturities of operating lease liabilities as of March 31, 2021 were as follows (in thousands):
 Operating Leases
Fiscal Year:
2021 (remainder)$25,640 
202230,680 
202325,072 
202418,473 
202510,035 
Thereafter31,319 
Total lease payments$141,219 
Less: Imputed interest15,210 
Present value of operating lease liabilities$126,009 

Sublease

Total sublease income for the three months ended March 31, 2021 and 2020 was $0.4 million and $0.8 million, respectively. Total estimated aggregate sublease income to be received in the future is $4.3 million.

Significant Judgments

Discount Rate

The majority of the J2 Global’s leases are discounted using the Company’s incremental borrowing rate as the rate implicit in the lease is not readily determinable. Rates are obtained from various large banks to determine the appropriate incremental borrowing rate each quarter for collateralized loans with a maturity similar to the lease term.

Options

The lease term is generally the minimum noncancelable period of the lease. The Company does not include option periods unless the Company determined it is reasonably certain of exercising the option at inception or when a triggering event occurs.

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 September 30, 2017 December 31, 2016
Senior Notes:   
6.0% Senior Notes$638,958
 $
8.0% Senior Notes
 247,359
3.25% Convertible Notes368,224
 362,144
Less: Deferred issuance costs(7,984) (7,757)
Total debt999,198
 601,746
Less: current portion
 
Total long-term debt, less current portion$999,198
 $601,746
Practical Expedients


As a practical expedient, the Company has not separated lease components from nonlease components for its real property operating leases. Certain of the Company’s leases contain nonlease components such as maintenance and certain utility costs.
9.
In addition, the Company elected and applied the available transition practical expedients upon adoption. By electing these practical expedients, the Company did:

not reassess whether expired or existing contracts contain leases under the new definition of a lease;
not reassess lease classification for expired or existing leases; and
not reassess whether previously capitalized initial direct costs would qualify for capitalization under Topic 842.

11.Commitments and Contingencies


Litigation


From time-to-time, j2time 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 j2J2 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 j2J2 Global affiliate in the Ontario Superior Court of Justice (No. 11-50673), alleging that the j2J2 Global affiliate breached a contract relating to Pantelakis’s use of the Campaigner® service. The j2J2 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 j2J2 Global affiliate filed an amended statement of defense on April 8, 2013. Discovery has closed.closed, with the exception of one issue. There is an anticipated trial date of September 2021.



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 lawsuit against two j2J2 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,March 20, 2017, the j2 Global affiliates filedDistrict Court granted a motion for judgment on the pleadings. On March 20, 2017,pleadings filed by the Eastern District of ArkansasJ2 Global affiliates and dismissed all claims against the j2J2 Global affiliates. On July 23, 2018, the Eighth Circuit Court of Appeals vacated the judgment and remanded to district court with instructions to return the case to state court. On January 29, 2019, after further appeals were exhausted, the case was remanded to the Arkansas state court. On April 17, 2017, Davis Neurology1, 2019, the state court granted a motion for class certification filed by the plaintiff in 2016. Because the prior removal to federal court had deprived the state court of jurisdiction, the J2 Global affiliates had not yet filed an opposition brief to the 2016 motion when the state court granted the motion. The J2 Global affiliates appealed the order. On July 15, 2019, the J2 Global affiliates removed the case to federal court pursuant to the Class Action Fairness Act of 2005. On November 26, 2019 the court denied the Plaintiff’s motion to remand. On December 20, 2019, the court granted the Plaintiff’s motion for leave to amend its complaint. On May 21, 2020, the court denied J2 Global affiliates’ motion to dismiss. On August 11, 2020, the court approved an opt-in class notice. Notice has not yet been issued and the J2 Global affiliates have moved to decertify the class. On December 2, 2020, the parties provided notice to the court that they have reached a tentative settlement in the matter, and on February 18, 2021, the parties filed a noticemotion for preliminary approval of appealthe class settlement, certification of a settlement class and for permission to disseminate notice.

On July 8, 2020, Jeffrey Garcia filed a putative class action lawsuit against J2 Global in the Federal Circuit (No. 17-1820).Central District of California (20-cv-06906), alleging violations of federal securities laws. J2 Global has moved to dismiss the consolidated class action complaint. The appeal is pending.court granted the motion to dismiss and the plaintiff has filed an amended complaint.


j2On September 24, 2020, International Union of Operating Engineers of Eastern Pennsylvania and Delaware filed a lawsuit in the Delaware Court of Chancery (C.A. No. 2020-0819-VCL) asserting derivative claims against directors of J2 Global, Inc. and other third parties. On November 17, 2020, the court entered an order allowing Orlando Police Pension Fund to intervene as a plaintiff in the case. The lawsuit alleges violations of breach of fiduciary duty and usurpation of corporate opportunity. J2 Global and its directors and officers intend to defend against the lawsuit.

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On December 11, 2020, Danning Huang filed a lawsuit in the District of Delaware (20-cv-01687-LPS) asserting derivative claims against directors of J2 Global, Inc. and other third parties. The lawsuit alleges violations of Section 14(a), Section 10(b), Section 20(a) and Rule 10b-5 of the Securities Exchange Act of 1934, as well as breach of fiduciary duty, unjust enrichment and abuse of control. J2 Global and its directors and officers intend to defend against the lawsuit.

On March 24, 2021, Fritz Ringling filed a lawsuit in the District of Delaware (21-cv-00421-UNA) asserting derivative claims against directors of J2 Global, Inc. and other third parties. The lawsuit alleges violations of Section 14(a) of the Securities Exchange Act of 1934, as well as breach of fiduciary duty and unjust enrichment. J2 Global and its directors and officers intend to defend against the lawsuit.

J2 Global does not believe, based on current knowledge, that the foregoing legal proceedings or claims, after giving effect to existing reserves,accrued liabilities, are likely to have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. However, depending on the amount and timing, an unfavorable resolution of some or all of these matters could have a material effect on j2J2 Global’s consolidated financial position, results of operations, or cash flows in a particular period.
The Company has not accrued for any materialapproximately $4.5 million in connection with potential loss contingencies relating to certain of these legal proceedings because materially unfavorable outcomesthey are not considered probable by management. It is the Company’s policy to expense as incurred legal fees related to various litigations.

Credit Agreement

On April 7, 2021, the Company entered into a $100 million Credit Agreement (see Note 18 - Subsequent Events). Subject to customary conditions, J2 may, from time to time, request increases in the commitments under the Credit Agreement in an aggregate amount up to $250 million, for a total aggregate commitment of up to $350 million. The final maturity of the Credit Facility will occur on April 7, 2026.

Non-Income Related Taxes
As a provider of cloud services for business, the
The Company does not provide telecommunications services. Thus, it believes that its businesscollect and its users (by using the Company’s services) are generally not subject to variousremit sales and use, telecommunication, taxes. Moreover,or similar taxes and fees in certain jurisdictions where the Company generally doesbelieves such taxes are 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 telecommunicationsapplicable or legally required. Several states and other indirect taxes.
On February 24, 2016, President Obama signed into law H.R. 644,taxing jurisdictions have presented or threatened the “Trade FacilitationCompany with assessments, alleging that the Company is required to collect and Trade Enforcement Act of 2015”, which included a provision to permanently ban state and local authorities from imposing access or discriminatoryremit such taxes on the Internet. The new law allows “grandfathered” states and local authorities to continue their existing taxes on Internet access through June 2020.there.
The Company is currently under audit or is subject to audit for indirect taxes in severalvarious states, municipalities and municipalities including New York State, Massachusetts, and the City of Los Angeles. On March 3, 2017, the New York State Department of Taxation and Finance issuedforeign jurisdictions. The Company has a notice of assessment to a j2 Global affiliate$23.7 million reserve established for sales and use tax for the period of March 1, 2009 through February 28, 2014. The j2 Global affiliatethese matters. It is reviewing the Department’s notice of assessment. On August 8, 2017, the Ohio audit was concluded with immaterial changes. We have reserved for potential adjustments to our accrual of indirect taxesreasonably possible 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 notadditional liabilities could be incurred resulting in additional expense, which could 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.

impact its financial results.


10.
12.Income Taxes


The Company’s tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate.rate adjusted for discrete interim period tax impacts. Each quarter the Company updates its estimated annual effective tax rate and, if the estimate changes, makes a cumulative adjustment. 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 22.1%9.6% and 25.8%132.5% for the three months ended September 30, 2017March 31, 2021 and 2016, respectively and 23.7% and 28.7% for2020, respectively. The Company’s decreased rate during the ninethree months ended September 30, 2017 and 2016, respectively. j2 Global does not provide for U.S. income taxesMarch 31, 2021 is primarily a result of a tax benefit recognized related to the release of a valuation allowance on deferred tax assets related to the undistributed earningsimpairment of certain investments. During the Company’s foreign operations becausethree months ended March 31, 2020, the Company intendshad an increase in the effective rate as a result of recognizing tax expense related to permanently reinvest such earnings in foreign jurisdictions and any determination of the amount of unrecognizedestablishing a valuation allowance on deferred tax liabilityassets related to these earnings is not practicable.the impairment of certain investments. Income (loss) before income taxes included income from domestic operations of $13.7$19.5 million and $57.2$(18.9) million for the ninethree months ended September 30, 2017March 31, 2021 and 2016,2020, respectively, and income from foreign operations of $103.7$39.8 million and $96.0$25.5 million for the ninethree months ended September 30, 2017March 31, 2021 and 2016,2020, respectively.


As of September 30, 2017March 31, 2021 and December 31, 2016,2020, the Company had $48.7$58.4 million and $46.5$57.1 million, respectively, in liabilities for uncertain income tax positions. Accrued interest and penalties related to unrecognized tax benefits are recognized in income tax expense on the Company’s consolidated statement of income.operations.


Cash paid for income taxes net of refunds received was $46.6$7.4 million and $40.4$6.6 million for the ninethree months ended September 30, 2017March 31, 2021 and 2016,2020, respectively.


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Certain taxes are prepaid during the year and, where appropriate, included within prepaid expenses and other current assets on the consolidated balance sheet.Condensed Consolidated Balance Sheet. The Company’s prepaid taxes were $9.2$3.0 million and zero$3.0 million at September 30, 2017March 31, 2021 and December 31, 2016,2020, respectively.


Income Tax Audits:


The Company is under income taxin various stages of audit by the U.S. Internal Revenue Service (“IRS”) for its 2012 through 20142016 tax years. Additionally,On February 24, 2021, the Company was notified onreceived a notice of deficiency for tax years 2012 through 2014 which disallowed certain deductions for domestic production. The Company has 90 days to respond to the notice. The Company disagrees with the notice and plans to appeal. As of March 22, 2017 that31, 2021, the IRS will be auditing Everyday Health’s (“EVDY”) 2014 tax year. EVDY is a subsidiary in the Digital Media segment.audits are ongoing.


j2J2 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 suspendsuspended its audit for 2012 and 2013 pending the outcome of the IRS audit for such tax years. In August 2018, the FTB notified the Company that it will commence an audit of tax years 2015 and 2016. As of March 31, 2021, the audits are ongoing.


The Company is under income tax audit byIn June 2019, the New York State Department of Taxation and Finance (“NYS”) notified the Company that it will commence an audit for tax year 2015. In April 2020, the NYS notified the Company that it will also commence an audit for tax years 2011 through 2013. On2016 and 2017. As of March 16, 2017,31, 2021, the Company was notified that NYS would be auditing its 2014 tax year.audits are ongoing.

The Company was notified on September 6, 2017 that the Massachusetts Department of Revenue would be auditing tax years 2014 and 2015.

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.


11.13.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 million5000000 shares of ourthe Company’s common stock through February 20, 2013 (the “2012 Program”) which was subsequently extended through February 19, 2018. 20, 2021.




In July 2016, the Company acquired and subsequently retired 935,231 shares of j2J2 Global common stock in connection with the acquisition of Integrated Global Concepts, Inc. As a result of the purchase of j2J2 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 thisamount.

In November 2018 and May 2019, the Company entered into Rule 10b5-1 trading plans with a broker to facilitate the repurchase program. During the nine month period ended September 30, 2017, we repurchased zero shares under this program. Cumulatively at September 30, 2017, 2.1 million600,000 shares were repurchased under the share repurchase program in 2018 at an aggregate cost of $58.6$42.5 million and were subsequently retired in March 2019. During the year ended December 31, 2019, the Company repurchased 197,870 shares at an aggregate cost of $16.0 million which were subsequently retired in the same year. During the year ended December 31, 2020, the Company repurchased 1,140,819 shares under this program at an aggregate cost of $87.5 million, which were subsequently retired in the same year. As of December 31, 2020, all the available shares were repurchased under the 2012 Program at an aggregate cost of $204.6 million (including an immaterial amount of commission fees).


On August 6, 2020, the Company’s Board of Directors approved a program authorizing the repurchase of up to 10000000 shares of our common stock through August 6, 2025 (the “2020 Program”) in addition to the 5000000 shares repurchased under the 2012 Program. The Company entered into a Rule 10b5-1 trading plan and during the three month period ended March 31, 2021, the Company repurchased 0 shares under this program. Cumulatively at March 31, 2021, 2,490,599 shares were repurchased at an aggregate cost of $177.8 million (including an immaterial amount of commission fees) under the 2020 Program, which were subsequently retired.

Periodically, participants in j2J2 Global’s stock plans surrender to the Company shares of j2J2 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
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stock. During the three month period ended September 30, 2017,March 31, 2021, the Company purchased 14,178108,287 shares from plan participants for this purpose.


Dividends

The following is a summary of each dividendNaN dividends were declared in during fiscal year 20172021 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
August 2, 2017 $0.3850
 August 14, 2017 September 1, 2017

2020. Future dividends are subject to Board approval. Based on the significant number of current investment opportunities within the Company’s portfolio of businesses and the historic returns from prior investments, the Board of Directors suspended dividend payments for the foreseeable future.


12.14.Stock Options and Employee Stock Purchase Plan


j2J2 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 September 30, 2017, 313,675 shares underlying options and 13,140 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.awards. 4,200,000 shares of j2J2 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 j2J2 Global’s common stock subject to the option on the date the option is granted. As of September 30, 2017, 62,000March 31, 2021, 423,000 shares underlying options and 29,660305,377 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 ninethree months ended September 30, 2017:March 31, 2021:
Number of SharesWeighted-
Average
Exercise
Price
Weighted-Average
Remaining
Contractual
Term (in years)
Aggregate
Intrinsic
Value
Outstanding at January 1, 2021475,601 $69.61 
Granted
Exercised(15,117)29.34 
Canceled
Outstanding at March 31, 2021460,484 $70.93 6.1$22,531,404 
Exercisable at March 31, 2021210,484 $66.06 5.3$11,323,904 
Vested and expected to vest at March 31, 2021387,924 $70.16 6.0$19,278,539 
 Number of Shares Weighted-
Average
Exercise
Price
 Weighted-Average
Remaining
Contractual
Term (in years)
 Aggregate
Intrinsic
Value
Outstanding at January 1, 2017413,858
 $31.09
    
Granted
 
    
Exercised(38,183) 29.03
    
Canceled
 
    
Outstanding at September 30, 2017375,675
 $31.30
 3.3 $15,997,701
Exercisable at September 30, 2017338,475
 $27.33
 2.9 $15,754,785
Vested and expected to vest at September 30, 2017367,885
 $30.53
 3.3 $15,946,834


The total intrinsic values of options exercised during the ninethree months ended September 30, 2017March 31, 2021 and 20162020 were $2.1$1.2 million and $5.1$3.0 million, respectively.

The Company recognized $40,000$0.2 million and $0.1$0.2 million of compensation expense related to stock options for the three months ended September 30, 2017March 31, 2021 and 2016, respectively, and $0.1 million and $0.3 million for the nine months ended September 30, 2017 and 2016,2020, respectively. As of September 30, 2017March 31, 2021 and December 31, 2016,2020, unrecognized stock compensation related to non-vested stock options granted under each of the share-based compensation plans approximated $0.5$5.6 million and $0.7$5.8 million, respectively. Unrecognized stock compensation expense related to non-vested stock options granted under these plans is expected to be recognized ratably over a weighted-average period of 2.64.8 years (i.e., the remaining requisite service period).


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Fair Value Disclosure
 
j2J2 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 ourits 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 14.07%12.23% and 12.58%11.57% as of September 30, 2017March 31, 2021 and 2016,2020, respectively.


Restricted Stock and Restricted Stock Units
 
j2J2 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, vestingVesting periods are approximately one year for awards to members of the Company’s Board of Directors, andfour or five years for senior staff (excluding market-based awards discussed below). and eight years for the Chief Executive Officer.




Restricted Stock - Awards with Market Conditions


In May 2017,J2 Global has awarded certain key employees were granted market-based restricted stock awards.awards pursuant to the 2015 Plan. The market-based awards have vesting conditions that are based on specified stock price targets of the Company’s common stock. Market conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Company achieving the specified stock price targets with a 20 day20-day and 30-day lookback (trading days). Stock-based compensation expense related to an award with a market condition will be recognized over the requisite service period using the graded-vesting method regardless of whether the market condition is satisfied, provided that the requisite service period has been completed. During the ninethree months ended September 30, 2017March 31, 2021 and 2016,2020, the Company awarded 85,82573,094 and 106,78082,112 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 ninethree months ended September 30, 2017March 31, 2021 and 2020 were $72.20.$94.40 and $70.99, respectively.


The weighted-average fair values of market-based restricted stock awards granted have been estimated utilizing the following assumptions:
March 31, 2021March 31, 2020
Underlying stock price at valuation date$113.27 $91.17 
Expected volatility30.3 %27.0 %
Risk-free interest rate1.3 %0.7 %
 September 30, 2017
Underlying stock price at valuation date$91.17
Expected volatility29.0%
Risk-free interest rate2.17%


Restricted stock award activity for the ninethree months ended September 30, 2017March 31, 2021 is set forth below:
SharesWeighted-Average
Grant-Date
Fair Value
Shares 
Weighted-Average
Grant-Date
Fair Value
Nonvested at January 1, 2017705,015
 $41.40
Nonvested at January 1, 2021Nonvested at January 1, 2021820,566 $62.66 
Granted287,920
 61.29
Granted
Vested(216,410) 45.27
Vested(183,604)66.10 
Canceled(1,850) 87.68
Canceled(480)83.26 
Nonvested at September 30, 2017774,675
 $47.60
Nonvested at March 31, 2021Nonvested at March 31, 2021636,482 $61.76 
  
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Restricted stock unit award activity for the ninethree months ended September 30, 2017March 31, 2021 is set forth below:
Number of
Shares
Weighted-Average
Remaining
Contractual
Term (in years)
Aggregate
Intrinsic
Value
Outstanding at January 1, 2021209,784 
Granted147,928 
Vested(52,335)
Canceled
Outstanding at March 31, 2021305,377 3.9$36,602,487 
Vested and expected to vest at March 31, 2021193,564 3.1$23,200,612 
 Number of
Shares
 Weighted-Average
Remaining
Contractual
Term (in years)
 Aggregate
Intrinsic
Value
Outstanding at January 1, 201751,950
    
Granted11,100
    
Vested(13,570)    
Canceled(6,680)    
Outstanding at September 30, 201742,800
 1.9 $3,162,064
Vested and expected to vest at September 30, 201732,427
 1.7 $2,395,693


The Company recognized $4.4$5.3 million and $3.6$5.6 million of compensation expense related to restricted stock, and restricted stock units and market-based restricted stock for the three months ended September 30, 2017March 31, 2021 and 2016, respectively, and $13.5 million and $9.6 million for the nine months ended September 30, 2017 and 2016,2020, respectively. As of September 30, 2017March 31, 2021 and December 31, 2016,2020, the Company had unrecognized share-based compensation cost of approximately $46.7$48.0 million and $37.9$38.6 million, respectively, associated with these awards. This cost is expected to be recognized over a weighted-average period of 3.73.9 years for awards and 3.34.7 years for units.




Employee Stock Purchase Plan
 
The Purchase Plan provides for the issuance of a maximum of two million2000000 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 j2J2 Global common stock at certain plan-defined dates. The price of the j2J2 Global common stock purchased under the Purchase Plan for the offering periods is equal to 95%85% of the lesser of the fair market value of the j2 Globala share of common stock atof the Company on the beginning or the end of the offering period.

J2 Global determined that a plan provision exists which allows for the more favorable of two exercise prices, commonly referred to as a “look-back” feature. The purchase price discount and the look-back feature cause the Purchase Plan to be compensatory and the Company to recognize compensation expense. The compensation cost is recognized on a straight-line basis over the requisite service period. The Company used the Black-Scholes option pricing model to calculate the estimated fair value of the purchase right issued under the ESPP. The expected volatility is based on historical volatility of the Company’s common stock. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a term equal to the expected term of the option assumed at the date of grant. The Company uses an annualized dividend yield based upon the per share dividends declared by its Board of Directors. Estimated forfeiture rates were 11.15% and 5.80% as of March 31, 2021 and 2020, respectively. The increase in forfeiture rate comes as a result of the Purchase Plan being offered to all employees regardless of employment location.

For the ninethree months ended September 30, 2017March 31, 2021 and 2016, 2,373 and 2,9962020, 0 shares were purchased under the plan,Purchase Plan, respectively. Cash received upon the issuance of j2J2 Global common stock under the Purchase Plan was $194,000 and $191,0000 for the ninethree months ended September 30, 2017March 31, 2021 and 2016,2020, respectively. As of September 30, 2017, 1,624,153March 31, 2021, 1,404,939 shares were available under the Purchase Plan for future issuance.


The Company recognized $0.6 million and $0.5 million of compensation expense related to the Purchase Plan for the three months ended March 31, 2021 and 2020, respectively.
13.
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The compensation expense related to the Purchase Plan has been estimated utilizing the following assumptions:
March 31, 2021March 31, 2020
Risk-free interest rate0.09%1.57%
Expected term (in years)0.50.5
Dividend yield0.00%0.00%
Expected volatility40.53%23.95%
Weighted average volatility40.53%23.95%

15.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
March 31,
20212020
Numerator for basic and diluted net income (loss) per common share:
Net income (loss) attributable to J2 Global, Inc. common shareholders$77,922 $(6,404)
Net income (loss) available to participating securities (a)
(88)
Net income (loss) available to J2 Global, Inc. common shareholders$77,834 $(6,404)
Denominator:
Weighted-average outstanding shares of common stock44,399,149 47,620,774 
Dilutive effect of:
Equity incentive plans (b)
108,703 
Convertible debt (b)(c)
2,224,020 
Common stock and common stock equivalents46,731,872 47,620,774 
Net income (loss) per share:
Basic$1.75 $(0.13)
Diluted$1.67 $(0.13)
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Numerator for basic and diluted net income per common share:       
Net income attributable to j2 Global, Inc. common shareholders$32,358
 $45,569
 $89,554
 $109,281
Net income available to participating securities (a)
(420) (718) (1,128) (1,610)
Net income available to j2 Global, Inc. common shareholders$31,938
 $44,851
 $88,426
 $107,671
Denominator:       
Weighted-average outstanding shares of common stock47,609,819
 47,310,011
 47,540,593
 47,775,798
Dilutive effect of:       
Equity incentive plans218,782
 184,733
 232,506
 208,974
Convertible debt (b)
692,481
 
 972,581
 12,902
Common stock and common stock equivalents48,521,082
 47,494,744
 48,745,680
 47,997,674
Net income per share:       
Basic$0.67
 $0.95
 $1.86
 $2.25
Diluted$0.66
 $0.94
 $1.81
 $2.24


(a)Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid).
(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).

(b)For the three months ended March 31, 2020, the Company reported a net loss attributable to common shareholders. As a result, equity incentive awards of 40,074 and incremental shares of common stock issuable upon conversion of the 3.25% and 1.75% Convertible Notes of 1,460,431 and 0, respectively, were excluded from the calculation of diluted EPS.

(c)Represents the incremental shares issuable upon conversion of the 3.25% Convertible Notes due June 15, 2029 and 1.75% Convertible Notes due November 1, 2026 by applying the treasury stock method when the average stock price exceeds the conversion price of the Convertible Notes (see Note 9 - Debt).

For the three months ended September 30, 2017March 31, 2021 and 2016,2020, 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 nine months ended September 30, 2017 and 2016, there were zero and 62,0000 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

16.Segment Information

The Company’s business segmentsbusinesses are based on the organizationorganizational structure used by managementthe chief operating decision maker (“CODM”) for making operating and investment decisions and for assessing performance. j2The CODM views the Company as 2 businesses: Digital Media and Cloud Services. However,in accordance with the aggregation criteria within ASC Topic 280, J2 Global’s operating segments have been aggregated into 3 reportable business segments are:segments: (i) Business Cloud ServicesDigital Media; (ii) Voice, Backup, Security, and (ii) Digital Media.Consumer Privacy and Protection; and (iii) Fax and Martech.

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The Company’s BusinessDigital Media business is driven primarily by advertising and subscription revenues, has relatively higher sales and marketing expense and has seasonal strength in the fourth quarter. The Company’s Cloud Services segmentbusiness is driven primarily by subscription revenues that are relatively higher margin, stable and predictable from quarter to quarter with someminor seasonal weakness in the fourth quarter.
The Business Cloud Services segment also includesaccounting policies of the results of our IP licensing business, which can vary dramatically in both revenues and profitability from period to period. The Company’s Digital Media segment is driven primarily by advertising revenues, has relatively higher sales and marketing expense and has seasonal strengthbusinesses are the same as those described in the fourth quarter.Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2021. The Company evaluates performance based on revenue, gross margin and profit or loss from operations before income taxes, not including nonrecurring gains and losses and foreign exchange gains and losses.
Information on reportable segments and reconciliation to consolidated income from operations is as follows (in thousands):
Three Months Ended
March 31,
20212020
Revenue by reportable segment:
Digital Media$226,874 $162,691 
Cloud Services
Fax and Martech100,376 94,667 
Voice, Backup, Security, and CPP71,053 75,117 
Cloud Services Total171,429 169,784 
Elimination of inter-segment revenues(118)(83)
Total segment revenues398,185 332,392 
Corporate (1)
Total revenues$398,185 $332,393 
Gross profit by reportable segment:
Digital Media$206,081 $141,920 
Cloud Services
Fax and Martech83,795 82,166 
Voice, Backup, Security, and CPP50,670 49,258 
Cloud Services Total134,465 131,424 
Elimination of inter-segment gross profit(118)(83)
Total segment gross profit340,428 273,261 
Corporate (1)
(65)
Total gross profit$340,363 $273,262 
Direct costs by reportable segment (2):
Digital Media (3)
$175,428 $133,467 
Cloud Services
Fax and Martech (3)
30,926 29,928 
Voice, Backup, Security, and CPP (3)
40,075 42,556 
Cloud Services Total71,001 72,484 
Elimination of inter-segment direct costs(118)(83)
Total segment direct costs246,311 205,868 
Corporate (1)
15,572 12,147 
Total direct costs (2)
$261,883 $218,015 
Operating income by reportable segment:
Digital Media$30,653 $8,453 
Cloud Services
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 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Revenues by segment:       
Business Cloud Services$145,787
 $143,342
 $432,039
 $423,941
Digital Media127,865
 66,819
 369,470
 198,613
Elimination of inter-segment revenues(36) (45) (51) (136)
Total revenues273,616
 210,116
 801,458
 622,418
        
Direct costs by segment(1):
       
Business Cloud Services89,662
 90,485
 261,515
 268,333
Digital Media115,499
 52,887
 350,467
 165,398
Direct costs by segment(1):
205,161
 143,372
 611,982
 433,731
        
Business Cloud Services operating income(2)
56,125
 52,857
 170,524
 155,608
Digital Media operating income12,366
 13,932
 19,003
 33,215
Segment operating income68,491
 66,789
 189,527
 188,823
        
Global operating costs(2)
5,534
 4,667
 20,035
 14,418
Income from operations$62,957
 $62,122
 $169,492
 $174,405
        
(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.
Fax and Martech52,869 52,238 
Voice, Backup, Security, and CPP10,595 6,702 
Cloud Services Total63,464 58,940 
Total segment operating income94,117 67,393 
Corporate (1)
(15,637)(12,146)
Total income from operations$78,480 $55,247 
(1) Corporate includes costs associated with general and administrative and other expenses that are managed on a global basis and that are not directly attributable to any particular segment.
(2) Direct costs for each segment include other operating expenses that are directly attributable to the segment, such as employee compensation expense, local sales and marketing expenses, engineering and network operations expense, depreciation and amortization and other administrative expenses.
(3) Beginning in the third quarter of 2020, certain expenses associated with the Corporate entity that were previously allocated to the Cloud Services business and the Digital Media business for shared costs incurred by the Corporate entity were no longer allocated. Table above has been recast to remove the impact of certain expenses associated with the Corporate entity that were previously allocated to the Cloud Services and Digital Media businesses.


 September 30, 2017 December 31, 2016
Assets:   
Business Cloud Services$1,129,996
 $911,327
Digital Media (1)
1,084,970
 1,124,535
Total assets from reportable segments2,214,966
 2,035,862
Corporate89,720
 26,466
Total assets$2,304,686
 $2,062,328
(1) Assets of $64.7 million classified as held for sale were included within Digital Media at September 30, 2017.
    
 Nine Months Ended September 30,
 2017 2016
Capital expenditures:   
Business Cloud Services$5,399
 $6,251
Digital Media24,084
 11,196
Total from reportable segments29,483
 17,447
Corporate
 
Total capital expenditures$29,483
 $17,447
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Depreciation and amortization:       
Business Cloud Services$17,145
 $20,218
 $51,097
 $58,971
Digital Media22,227
 10,118
 67,500
 29,598
Total from reportable segments39,372
 30,336
 118,597
 88,569
Corporate
 
 
 
Total depreciation and amortization$39,372
 $30,336
 $118,597
 $88,569


The Company’s BusinessCODM does not use Balance Sheet and Cash Flow information in connection with operating and investment decisions other than as presented for Digital Media and Cloud ServicesServices. Accordingly, the following segment consists of several services which have similar economic characteristics, including the nature of the servicesinformation is presented for Digital Media and their production processes, the type of customers, as well as the methods used to distribute these services.Cloud Services.

March 31, 2021December 31, 2020
Assets:
Digital Media$1,975,836 $2,088,397 
Cloud Services (1)
1,531,624 1,473,398 
Total assets from Digital Media and Cloud Services3,507,460 3,561,795 
Corporate196,197 103,536 
Total assets$3,703,657 $3,665,331 
(1) Assets of $135.7 million, which were classified as held for sale, were included within Cloud Services at March 31, 2021 (see Note 6 - Assets Held For Sale).
Three Months Ended
March 31,
20212020
Capital expenditures:
Digital Media$16,819 $15,637 
Cloud Services9,450 11,248 
Total capital expenditures from Digital Media and Cloud Services26,269 26,885 
Corporate
Total capital expenditures$26,269 $26,885 
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
March 31,
20212020
Depreciation and amortization:
Digital Media$48,350 $32,556 
Cloud Services17,047 20,839 
Total depreciation and amortization from Digital Media and Cloud Services65,397 53,395 
Corporate95 585 
Total depreciation and amortization$65,492 $53,980 

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 Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017
 Revenue Depreciation and Amortization Operating Income Revenue Depreciation and Amortization Operating Income
            
Cloud Connect
(Fax/Voice)
$96,882
 $7,001
 $44,663
 $286,163
 $18,964
 $133,958
Cloud Services47,693
 8,949
 11,947
 142,187
 28,330
 37,824
Intellectual Property1,212
 1,195
 (485) 3,689
 3,803
 (1,258)
   Total$145,787
 $17,145
 $56,125
 $432,039
 $51,097
 $170,524



 Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016
 Revenue Depreciation and Amortization Operating Income Revenue Depreciation and Amortization Operating Income
            
Cloud Connect
(Fax/Voice)
$92,599
 $5,950
 $43,503
 $275,700
 $19,096
 $126,598
Cloud Services49,624
 12,826
 10,350
 144,853
 35,327
 31,974
Intellectual Property1,119
 1,442
 (996) 3,388
 4,548
 (2,964)
   Total$143,342
 $20,218
 $52,857
 $423,941
 $58,971
 $155,608

j2J2 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
March 31,
20212020
Revenues:
United States$322,968 $270,309 
Canada19,474 16,570 
Ireland15,425 13,003 
All other countries40,318 32,511 
$398,185 $332,393 

March 31,
2021
December 31,
2020
Long-lived assets:
United States$844,109 $918,125 
All other countries
79,287 54,073 
Total (1)
$923,396 $972,198 
(1) Long-lived assets of $37.3 million, which were classified as assets held for sale, were included within the schedule above at March 31, 2021.

 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Revenues:       
United States$201,543
 $142,691
 $589,797
 $424,804
Canada19,312
 19,939
 58,064
 57,205
Ireland18,350
 18,068
 54,730
 54,517
All other countries34,411
 29,418
 98,867
 85,892
 $273,616
 $210,116
 $801,458
 $622,418

 September 30,
2017
 December 31,
2016
Long-lived assets:   
United States$394,102
 $453,053
All other countries88,088
 93,430
Total$482,190
 $546,483

15.17.Accumulated Other Comprehensive Income


The following table summarizes the changes in accumulated balances of other comprehensive income (loss), net of tax, for the three months ended September 30, 2017March 31, 2021 (in thousands):
Unrealized Gains (Losses) on InvestmentsForeign Currency TranslationTotal
Beginning balance$283 $(55,089)$(54,806)
     Other comprehensive income (loss)(8,424)(8,424)
Net current period other comprehensive income (loss)(8,424)(8,424)
Ending balance$283 $(63,513)$(63,230)
 Unrealized Gains (Losses) on Investments Foreign Currency Translation Total
Beginning balance$
 $(38,736) $(38,736)
     Other comprehensive income before reclassifications
 7,703
 7,703
Net current period other comprehensive income
 7,703
 7,703
Ending balance$
 $(31,033) $(31,033)




The following table summarizes the changes inThere were no reclassifications out of accumulated balances of other comprehensive income, net of tax,loss for the ninethree months ended September 30, 2017 (in thousands):March 31, 2021.

 Unrealized Gains (Losses) on Investments Foreign Currency Translation Total
Beginning balance$
 $(54,649) $(54,649)
     Other comprehensive income before reclassifications
 23,616
 23,616
Net current period other comprehensive income
 23,616
 23,616
Ending balance$
 $(31,033) $(31,033)

16.18.Subsequent Events


On October 5, 2017,April 7, 2021, J2 Global, Inc. entered into a Credit Agreement with certain lenders from time to time party thereto (collectively, the “Lenders”) and MUFG Union Bank, N.A., as administrative agent, collateral agent and sole lead arranger for the Lenders (the “Agent”). Pursuant to the Credit Agreement, the Lenders have provided J2 with a revolving credit facility of $100 million (the “Credit Facility”). Subject to customary conditions, J2 may, from time to time, request increases in the commitments under the Credit Agreement in an aggregate amount up to $250 million, for a total aggregate commitment of up to $350 million. The final maturity of the Credit Facility will occur on April 7, 2026.

On April 19, 2021, the Company completed the saleannounced plans to separate into two independent publicly traded companies, J2 Global, Inc. and Consensus, through a spin-off. The transaction is subject to certain conditions, including, among others, obtaining final approval from J2’s Board of Tea Leaves, a subsidiary of Everyday Health, Inc. within the Digital Media segment, for a purchase price of approximately $90.0 million (subject to valuation) consistingDirectors, receipt of a combination of cash and various equity securities. The Company is currently determining the financial impactfavorable ruling with respect to the tax-free nature of the transaction for favorable income tax purposes and the effectiveness of a registration statement on Form 10.

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In connection with its announcement of operationsthe proposed transaction, the Company has announced its intention to call its 3.25% Convertible Senior Notes due 2029 for redemption, which willmay be recordedredeemed at the option of the Company beginning June 2021 on certain terms as set forth in the fourth quarter 2017. Theindenture for the 3.25% Convertible Senior Notes. When and if the Company expects to recordcalls the 3.25% Convertible Senior Notes for redemption, it will send a gain from this transaction.redemption notice in accordance with the terms of the indenture.


On October 12, 2017,April 30, 2021, in a cash transaction, including an earn-out, the Company acquired all the issued capitalcertain assets of Humble Bundle, Inc.,DailyOM, a digital storefront for video games based in California.California-based self-help e-learning platform covering fitness, meditation, relationships, spirituality, creativity, meal plans, recipes, and yoga.

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On October 31, 2017, the Company’s Board of Directors approved a quarterly cash dividend of $0.3950 per share of j2 Global common stock payable on December 5, 2017 to all stockholders of record as of the close of business on November 17, 2017.







Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Information


In addition to historical information, we have also made forward-looking statements in this report. These statements are based on our estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations. Forward-looking statements also include those preceded or followed by the words “anticipates,” “believes,” “estimates,” “hopes” or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those discussed below, the risk factors discussed in Part II, Item 1A - “Risk Factors” of this Quarterly Report on Form 10-Q (if any) and in Part I, Item 1A - “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 20162020 (together, the “Risk Factors”), and the factors discussed in the section in this Quarterly Report on Form 10-Q entitled “Quantitative and Qualitative Disclosures About Market Risk.” Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Readers should carefully review the Risk Factors and the risk factors set forth in other documents we file from time to time with the SEC.
 
Some factors that could cause actual results to differ materially from those anticipated in these forward-looking statements include, but are not limited to, our ability and intention to:

Sustain growth or profitability, particularly in light of an uncertain U.S. or worldwide economy and the related impact on customer acquisition and retention rates, customer usage levels and credit and debit card payment declines;
Maintain and increase our Cloud Services customer base and average revenue per user;
Generate sufficient cash flow to make interest and debt payments and reinvest in our business, and pursue desired activities and businesses plans while satisfying restrictive covenants relating to debt obligations;
Acquire businesses on acceptable terms and successfully integrate and realize anticipated synergies from such acquisitions;
Continue to expand our businesses and operations internationally in the wake of numerous risks, including adverse currency fluctuations, difficulty in staffing and managing international operations, higher operating costs as a percentage of  revenues or the implementation of adverse regulations;
Maintain our financial position, operating results and cash flows in the event that we incur new or unanticipated costs or tax liabilities, including those relating to federal and state income tax and indirect taxes, such as sales, value-added and telecommunication taxes;
Accurately estimate the assumptions underlying our effective worldwide tax rate;
Continue to pay a comparable cash dividend on a quarterly basis;
Maintain favorable relationships with critical third-party vendors whose financial condition will not negatively impact the services they provide;
Create compelling digital media content causing increased traffic and advertising levels; additional advertisers or an increase in advertising spend; and effectively target digital media advertisements to desired audiences;
Manage certain risks inherent to our business, such as costs associated with fraudulent activity, system failure or network security breach; effectively maintaining and managing our billing systems; time and resources required to manage our legal proceedings; or adhering to our internal controls and procedures;
Compete with other similar providers with regard to price, service and functionality;
Cost-effectively procure, retain and deploy large quantities of telephone numbers in desired locations in the United States and abroad;
Achieve business and financial objectives in light of burdensome domestic and international telecommunications, Internet or other regulations including data privacy, security and retention;
Successfully manage our growth, including but not limited to our operational and personnel-related resources, and integration of newly acquired businesses;



Sustain growth or profitability, particularly in light of an uncertain U.S. or worldwide economy and the related impact on customer acquisition and retention rates, customer usage levels, and credit and debit card payment declines;
Successfully adapt to technological changes and diversify services and related revenues at acceptable levels of financial return;
Successfully develop and protect our intellectual property, both domestically and internationally, including our brands, patents, trademarks and domain names, and avoid infringing upon the proprietary rights of others; and
Recruit and retain key personnel.

Maintain and increase our Cloud Services customer base and average revenue per user;
Generate sufficient cash flow to make interest and debt payments, reinvest in our business, and pursue desired activities and businesses plans while satisfying restrictive covenants relating to debt obligations;
Acquire businesses on acceptable terms and successfully integrate and realize anticipated synergies from such acquisitions;
Continue to expand our businesses and operations internationally in the wake of numerous risks, including adverse currency fluctuations, difficulty in staffing and managing international operations, higher operating costs as a percentage of revenues, or the implementation of adverse regulations;
Maintain our financial position, operating results and cash flows in the event that we incur new or unanticipated costs or tax liabilities, including those relating to federal and state income tax and indirect taxes, such as sales, value-added and telecommunication taxes;
Accurately estimate the assumptions underlying our effective worldwide tax rate;
Maintain favorable relationships with critical third-party vendors whose financial condition will not negatively impact the services they provide;
Create compelling digital media content causing increased traffic and advertising levels; additional advertisers or an increase in advertising spend; and effectively target digital media advertisements to desired audiences;
Manage certain risks inherent to our business, such as costs associated with fraudulent activity, system failure or security breach; effectively maintaining and managing our billing systems; time and resources required to manage our legal proceedings; liability for legal and other claims; or adhering to our internal controls and procedures;
Compete with other similar providers with regard to price, service, and functionality;
Cost-effectively procure, retain and deploy large quantities of telephone numbers in desired locations in the United States and abroad;
Achieve business and financial objectives in light of burdensome domestic and international telecommunications, internet or other regulations, including regulations related to data privacy, access, security, retention, and sharing;
Successfully manage our growth, including but not limited to our operational and personnel-related resources, and integration of newly acquired businesses;
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Successfully adapt to technological changes and diversify services and related revenues at acceptable levels of financial return;
Successfully develop and protect our intellectual property, both domestically and internationally, including our brands, patents, trademarks and domain names, and avoid infringing upon the proprietary rights of others;
Recruit and retain key personnel; and
The form, terms, timing and ability to complete the proposed spin-off transaction or the sale of the B2B Backup business.
In addition, other factors that could cause actual results to differ materially from those anticipated in these forward-looking statements or materially impact our financial results could be materially impacted byinclude the risks associated with new accounting pronouncements.pronouncements, as well as those associated with natural disasters, public health crises, pandemics including the COVID-19 outbreak and other catastrophic events outside of our control, including as to COVID-19 the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our customers, third parties and us.


Overview


j2J2 Global, Inc., together with its subsidiaries (“j2J2 Global”, the “Company”, “our”, “us” or “we”), is a leading provider of Internetinternet information and services. Through our Business Cloud Services Division, we provide cloud services to businesses of all sizes, from individuals to enterprises, and license our intellectual property (“IP”) to third parties. In addition, the Business Cloud Services Division includes our j2 Cloud Connect business which primarily focuses on our voice and fax products. TheOur Digital Media Divisionbusiness specializes in the technology, shopping, gaming, lifestyle and healthcare markets, reaching in-market buyersoffering content, tools and influencers in both the consumerservices to consumers and business-to-business space.

businesses. Our Cloud Services business provides cloud-based subscription services to consumers and businesses including cloud fax, cybersecurity, privacy and marketing technology.
Our BusinessDigital Media business generates revenues from advertising and sponsorships, subscription and usage fees, performance marketing and licensing fees. Our Cloud Services Divisionbusiness generates revenues primarily from customer subscription and usage fees and from IP licensing fees. Our Digital Media Division generates revenues primarily from advertising and sponsorship, subscription and usage fees, performance marketing and licensing fees.

In addition to growing our businessesbusiness organically, on a regular basis we acquire businesses to grow our customer bases, expand and diversify our service offerings, enhance our technology andtechnologies, acquire skilled personnel.personnel and enter into new markets.

Our consolidated revenues are currently generated from three basic business models, each with different financial profiles and variability. Our BusinessDigital Media business is driven primarily by advertising revenues, has relatively higher sales and marketing expense and has seasonal strength in the fourth quarter. Our Cloud Services Divisionbusiness is driven primarily by subscription revenues that are relatively higher margin, stable and predictable from quarter to quarter with some minor seasonal weakness in the fourth quarter. The Business Cloud Services Division also includes the results of our IP licensing business, which can vary dramatically in both revenues and profitability from period to period. Our Digital Media Division is driven primarily by advertising revenues, has relatively higher sales and marketing expense and has seasonal strength in the fourth quarter. We continue to pursue additional acquisitions, which may include companies operating under business models that differ from those we operate under today. Such acquisitions could impact our consolidated profit margins and the variability of our revenues.
j2
J2 Global was incorporated in 2014 as a Delaware corporation through the creation of a new holding company structure, and our Business Cloud Services segment,business, operated by our wholly-ownedwholly owned subsidiary, j2J2 Cloud Services, LLC (formerly j2J2 Cloud Services, Inc.), and its subsidiaries, was founded in 1995. We manage our operations through two

In March 2020, the World Health Organization declared the COVID-19 outbreak as a pandemic, which continues to impact the U.S. and the world. The Company is unable to accurately predict the full impact that COVID-19 will have due to numerous uncertainties, including the duration of the outbreak, actions that may be taken by governmental authorities, the impact to the business segments: Business Cloud Services and Digital Media. Information regarding revenue and operating income attributable to each of our reportable segments is included within Note 14 - Segment Informationcustomers and other factors identified in Part II, Item 1A “Risk Factors” in this Form 10-Q. Therefore, the Company will continue to evaluate the nature and extent of the Notesimpact to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.


Business Cloud Services Segment Performance Metrics

The following table sets forth certain key operating metrics for our Business Cloud Services segment asbusiness, results of operations, financial condition and for the three and nine months ended September 30, 2017 and 2016 (in thousands, except for percentages):liquidity.
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 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Subscriber revenues:       
Fixed$118,756
 $117,816
 $352,037
 $350,511
Variable25,808
 24,396
 76,277
 70,005
Total subscriber revenues$144,564
 $142,212
 $428,314
 $420,516
Other license revenues1,223
 1,130
 3,725
 3,425
Total revenues$145,787
 $143,342
 $432,039
 $423,941
        
Percentage of total subscriber revenues:       
Fixed82.1% 82.8% 82.2% 83.4%
Variable17.9% 17.2% 17.8% 16.6%
        
Total revenues:       
Number-based$96,703
 $92,396
 $285,630
 $274,955
Non-number-based49,084
 50,946
 146,409
 148,986
Total revenues$145,787
 $143,342
 $432,039
 $423,941
        
Average monthly revenue per Cloud Business Customer (ARPU) (1)(2)
$15.26
 $15.28
    
Cancel Rate(3)
2.2% 2.3%    

(1)
Quarterly ARPU is calculated using our standard convention of applying the average of the quarter’s beginning and ending base to the total revenue for the quarter. We believe ARPU provides investors an understanding of the average monthly revenues we recognize associated with each Cloud Business Customer. As ARPU varies based on fixed subscription fee and variable usage components, we believe it can serve as a measure by which investors can evaluate trends in the types of services, levels of services and the usage levels of those services across our Cloud Business Customer base.

(2)
Cloud Business Customers is defined as paying direct inward dialing numbers for fax and voice services, and direct and resellers’ accounts for other services.

(3)
Cancel Rate is defined as cancels of small and medium business and individual Cloud Business Customers with greater than four months of continuous service (continuous service includes Cloud Business Customers administratively canceled and reactivated within the same calendar month), and enterprise Cloud Business Customers beginning with their first day of service. Calculated monthly and expressed as an average over the three months of the quarter.



Digital Media Segment Performance Metrics


We use certain metrics to generally assess the operational and financial performance of our Digital Media business. The number of visits is an important metric because it is an indicator of consumers’ level of engagement with our mobile applications, websites and other services. We believe highly engaged consumers are more likely to participate in advertising programs and other activities that derive our multiple revenue streams.

We define a visit as a group of interactions by users with our mobile and desktop applications and websites. A single visit can contain multiple page views and actions, and a single user can open multiple visits across domains, web browsers, desktop or mobile devices. We measure visits with Google Analytics and through partner platform measures. Page views are measured each time a page on our websites is loaded in a browser.

The following table sets forth certain key operating metrics for our Digital Media segmentbusiness for the three and nine months ended September 30, 2017March 31, 2021 and 20162020 (in millions):
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended
March 31,
2017 2016 2017 20162021
2020(1)
Visits1,394
 1,448
 4,148
 3,705
Visits2,291 2,145 
Page views5,872
 5,405
 17,313
 13,258
Page views7,530 7,167 
Sources: Google Analytics and Partner Platforms and test results in connection with Ookla

(1) To more accurately reflect customer activity at Ookla, we have shifted to using tests as the basis instead of Google Analytics, resulting in pro-forma adjustments to data in Q1 2020.

Cloud Services Performance Metrics

We use certain metrics to generally assess the operational and financial performance of our Cloud Services business; these metrics also serve as a baseline for (a) internal trends and (b) benchmarking against competitors. The average monthly revenue per customer can be used as an analytical tool in determining the marginal economics of customer acquisition, which is particularly useful as we continue to focus on growing our higher-margin businesses. We also use this metric, in conjunction with the cancel rate, to help provide a directional indicator of Cloud Services revenue and calculate the lifetime value of customers within each of our business units.

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The following table sets forth certain key operating metrics for our Cloud Services business as of and for the three months ended March 31, 2021 and 2020 (in thousands, except for percentages):
Three Months Ended
March 31,
20212020
Subscriber revenues:
Fixed (1)
$144,445 $141,486 
Variable (1)
26,842 28,262 
Total subscriber revenues$171,287 $169,748 
Other license revenues92 36 
Total revenues$171,379 $169,784 
Percentage of total subscriber revenues:
Fixed84.3 %83.4 %
Variable15.7 %16.6 %
Total revenues:
Number-based$97,139 $96,514 
Non-number-based74,240 73,270 
Total revenues$171,379 $169,784 
Average monthly revenue per Cloud Business Customer (ARPU) (2)(3)
$14.40 $13.95 
Cancel Rate (4)
2.2 %2.3 %

(1)The first quarter 2020 disclosure of $144.8 million in fixed subscriber revenue included $3.3 million of revenue which was subsequently determined to be variable subscriber revenue. As a result, the fixed and variable subscriber revenue have been corrected in the table above.

(2)Quarterly ARPU is calculated using our standard convention of applying the average of the quarter’s beginning and ending base to the total revenue for the quarter. We believe ARPU provides investors an understanding of the average monthly revenues we recognize associated with each Cloud Services customer. As ARPU varies based on fixed subscription fee and variable usage components, we believe it can serve as a measure by which investors can evaluate trends in the types of services, levels of services and the usage levels of those services across our Cloud Services customer base.

(3)Cloud Services customers are defined as paying direct inward dialing numbers for fax and voice services, and direct and resellers’ accounts for other services.

(4)Cancel Rate is defined as cancels of small and medium business and individual Cloud Services customers with greater than four months of continuous service (continuous service includes Cloud Services customers administratively canceled and reactivated within the same calendar month), and enterprise Cloud Services customers beginning with their first day of service. Calculated monthly and expressed as an average over the three months of the quarter.

Critical Accounting Policies and Estimates


In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions. Our critical accounting policies are described in our 20162020 Annual Report on Form 10-K filed with the SEC on March 1, 2017.2021. During the three months ended September 30, 2017,March 31, 2021, there were no significant changes in our critical accounting policies and estimates.


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Results of Operations for the Three and Nine Months Ended September 30, 2017March 31, 2021
Business Cloud Services Segment
Assuming a stable or improving economic environment, and subject to our risk factors, weDigital Media

We expect the revenue and profits as included infor the resultsremainder of operations below in our Business Cloud Services segmentfiscal year 2021 to be stable forhigher compared to the foreseeable future (excludingprior-year comparable period due to the impactacquisition of acquisitions). The main focusRetailMeNot and organic growth, subject to the continued risk of our Business Cloud Services offerings is to reduce or eliminate costs, increase sales and enhance productivity, mobility, business continuity and security of our customers as the technologies and devices they use evolve over time. As a result, we expect to continue to take steps to enhance our existing offerings and offer new services to continue to satisfy the evolving needs of our customers. Through our IP licensing operations, which are included in the Business Cloud Services segment, we seek to make our IP available for license to third parties, and we expect to continue to attempt to obtain additional IP through a combination of acquisitions and internal development in an effort to increase available licensing opportunities and related revenues.
COVID-19 pandemic. We expect acquisitions to remain an important component of our strategy and use of capital in this segment; however, we cannot predict whether our current pace of acquisitions will remain the same within this segment. In a given period, we may close greater or fewer acquisitions than in prior periods or acquisitions of greater or lesser significance than in prior periods. Moreover, future acquisitions of businesses within this segment but with different business models may impact the segment’s overall profit margins. Also, as IP licensing often involves litigation, the timing of licensing transactions is unpredictable and can and does vary significantly from period to period. This variability can cause the overall segment’s financial results to materially vary from period to period.
Digital Media Segment
Assuming a stable or improving economic environment, and subjectbusiness to our risk factors, we expect the revenue and profits in our Digital Media segment to improve over the next several quarters as we integrate our recent acquisitions and over the longer term as advertising transactions continue to shift from offline to online. However, we expect overall lower marginsonline, but these initiatives will be offset by the impact of COVID-19 in our Digital Media segment as the recent acquisition of Everyday Health currently operates at a lower level than our historical results. We expect that margins will trend back towards historical levels once the acquisition of Everyday Health is integrated into our existing cost structure and amortization expense is substantially realized.near term. The main focus of our advertising programs is to provide relevant and useful advertising to visitors to our websites and those included within our advertising networks, reflecting our commitment to constantly improve their overall web experience. As a result, we expect to continue to take steps to improve the relevance of the ads displayed on our websites and those included within our advertising networks.


The operating margin we realize on revenues generated from ads placed on our websites is significantly higher than the operating margin we realize from revenues generated from those placed on third-party websites. Growth in advertising revenues from our websites has generally exceeded that from third-party websites. This trend has had a positive impact on our operating


margins, and we expect that this will continue for the foreseeable future. However, the trend in advertising spend is shifting to mobile devices and other newer advertising formats which generally experience lower margins than those from desktop computers and tablets. We expect this trend to continue to put pressure on our margins.

We expect acquisitions to remain an important component of our strategy and use of capital in this segment;business; however, we cannot predict whether our current pace of acquisitions will remain the same within this segment.business, especially in light of the current macroeconomic conditions. In a given period, we may close greater or fewer acquisitions than in prior periods or acquisitions of greater or lesser significance than in prior periods. Moreover, future acquisitions of businesses within this segmentspace but with different business models may impact the segment’sDigital Media’s overall profit margins.
j2
Cloud Services

Assuming a stable or improving economic environment, and, subject to our risk factors, we expect 2021 revenue to be higher compared to the prior-year. The main strategic focus of our Cloud Services offerings is to reduce or eliminate costs, increase sales and enhance productivity, mobility, business continuity and security of our customers as the technologies and devices they use evolve over time. As a result, we expect to continue to take steps to enhance our existing offerings and offer new services to continue to satisfy the evolving needs of our customers.

We expect acquisitions to remain an important component of our strategy and use of capital in this business; however, we cannot predict whether our current pace of acquisitions will remain the same within this business, especially in light of the current macroeconomic conditions. In a given period, we may close greater or fewer acquisitions than in prior periods or acquisitions of greater or lesser significance than in prior periods. Moreover, future acquisitions of businesses within this space but with different business models may impact Cloud Services’ overall profit margins.

J2 Global Consolidated
We anticipate that
Based on the stable revenue trend intrends discussed above with respect to our Business Cloud Services segment combined with the improving revenue and profits in our Digital Media segment will result in overall improvedbusinesses, we anticipate our consolidated revenue and profits for j2 Global on a consolidated basis, excludingfiscal year 2021 to be higher compared to the impact of any future acquisitions and revenues associated with licensing our IP which can vary dramatically from period toprior-year comparable period.


We expect operating profit as a percentage of revenues to generally decrease in the future primarily due to the fact that revenue with respect to our Digital Media segmentbusiness (i) is increasing as a percentage of our revenue on a consolidated basis and (ii) has historically operated at a lower operating margin. Moreover, we expect lower overall margins as the recent acquisition of Everyday Health currently operates at a lower level as compared to our historical results. We expect that margins will trend back towards historical levels once the acquisition of Everyday Health is integrated into our existing cost structure and amortization expense is substantially realized.


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Revenues


(in thousands, except percentages)
Three Months Ended March 31,Percentage Change
20212020
Revenues$398,185$332,39320%
 Three Months Ended
September 30,
 
Percentage
Change
 Nine Months Ended
September 30,
 Percentage Change
 2017 2016   2017 2016  
Revenues$273,616 $210,116 30% $801,458 $622,418 29%


Our revenues consist of revenues from our BusinessDigital Media and Cloud Services segment and from ourbusinesses. Digital Media segment. Businessrevenues primarily consist of advertising revenues, subscriptions earned through the granting of access to, or delivery of, certain data products or services to customers, fees paid for generating business leads, and licensing and sale of editorial content and trademarks. Cloud Services revenues primarily consist of revenues from “fixed” customer subscription revenues and “variable” revenues generated from actual usage of our services. We also generate Business Cloud Services revenues from IP licensing. Digital Media revenues primarily consist of advertising revenues, fees paid for generating business leads, and licensing and sale of editorial content and trademarks.


Our revenues in 20172021 have increased over the comparable three and nine month period of 20162020 primarily due to a combination of acquisitions and organic growth withingrowth; partially offset by declines in certain areas of both the Digital Media and Business Cloud Services segments.businesses.


Cost of Revenues


(in thousands, except percentages)
Three Months Ended March 31,Percentage Change
20212020
Cost of revenue$57,822$59,131(2)%
As a percent of revenue15%18%
 Three Months Ended
September 30,
 Percentage Change Nine Months Ended
September 30,
 Percentage Change
 2017 2016   2017 2016  
Cost of revenue$42,371 $36,992 15% $126,339 $106,870 18%
As a percent of revenue15% 18% 
 16% 17% 


Cost of revenues is primarily comprised of costs associated with data and voice transmission, numbers, network operations, customer service,content fees, editorial and production costs, database hosting and online processing fees and equipment depreciation.fees. The increasedecrease in cost of revenues for the three and nine months ended September 30, 2017March 31, 2021 was primarily due to lower content fees, campaign fulfillment cost and other editorial and production costs; partially offset by an increase in costs associated with businesses acquired indepreciation and subsequent to the third quarter 2016 that resulted in additional editorial and production, database hosting, and customer service costs.amortization.




Operating Expenses


Sales and Marketing.


(in thousands, except percentages)
Three Months Ended
September 30,
 
Percentage
Change
 Nine Months Ended
September 30,
 Percentage ChangeThree Months Ended March 31,Percentage Change
2017 2016 2017 2016 20212020
Sales and Marketing$79,432 $46,425 71% $237,772 $143,155 66%Sales and Marketing$121,186$99,43822%
As a percent of revenue29% 22% 
 30% 23% 
As a percent of revenue30%30%
 
Our sales and marketing costs consist primarily of Internet-basedinternet-based advertising, sales and marketing, personnel costs and other business development-related expenses. Our Internet-basedinternet-based advertising relationships consist primarily of fixed cost and performance-based (cost-per-impression, cost-per-click and cost-per-acquisition) advertising relationships with an array of online service providers. Advertising cost for the three months ended September 30, 2017March 31, 2021 was $35.7$54.0 million (primarily consists of $24.1$26.8 million of third-party advertising costs and $10.4$22.5 million of personnel costs) compared to 2016the first quarter of $23.12020 of $38.9 million (primarily consists of $15.5 million third-party advertising costs and $6.2 million personnel costs). Advertising cost for the nine months ended September 30, 2017 was $101.7 million (primarily consists of $67.8$27.3 million of third-party advertising costs and $30.5$11.9 million of personnel costs) compared to 2016 of $69.2 million (primarily consists of $46.6 million third-party advertising costs and $18.0 million personnel costs).Thecosts. The increase in sales and marketing expenses for the three and nine months ended September 30, 2017March 31, 2021 versus the prior comparable periodsperiod was primarily due to increased personnel costscreative services, sales, advertising operations and advertising costs; partially offset by lower editorial costs associated with the acquisition of Everyday Healthbusinesses acquired in and subsequent to the first quarter 2020 within the Digital Media segment, which was acquired in December 2016.and Cloud Services businesses.

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Research, Development and Engineering.Engineering.


(in thousands, except percentages)
Three Months Ended March 31,Percentage Change
20212020
Research, Development and Engineering$21,351$15,40639%
As a percent of revenue5%5%
 Three Months Ended
September 30,
 
Percentage
Change
 Nine Months Ended
September 30,
 Percentage Change
 2017 2016   2017 2016  
Research, Development and Engineering$12,431 $8,965 39% $35,737 $27,165 32%
As a percent of revenue5% 4% 
 4% 4% 


Our research, development and engineering costs consist primarily of personnel-related expenses. The increase in research, development and engineering costs for the three and nine months ended September 30, 2017March 31, 2021 versus the prior comparable periodsperiod was primarily due to additional personnelan increase in costs associated with acquisitions withinbusinesses acquired in and subsequent to the Business Cloud Services and Digital Media segments and additional expenses for professional services.first quarter 2020.


General and Administrative.


(in thousands, except percentages)
Three Months Ended March 31,Percentage Change
20212020
General and Administrative$119,346$103,17116%
As a percent of revenue30%31%
 Three Months Ended September 30, 
Percentage
Change
 Nine Months Ended September 30, Percentage Change
 2017 2016   2017 2016  
General and Administrative$76,425 $55,612 37% $232,118 $170,823 36%
As a percent of revenue28% 26% 
 29% 27% 


Our general and administrative costs consist primarily of personnel-related expenses, depreciation and amortization, changes in the fair value associated with contingent consideration, share-based compensation expense, bad debt expense, professional fees, severance and insurance costs. The increase in general and administrative expense for the three and nine months ended September 30, 2017March 31, 2021 versus the prior comparable periodsperiod was primarily due to additionalincreased amortization of intangible assets, personnelsalary and related costs relating to businesses acquired in and subsequent to the third quarter 2016, severance costs associated with acquisitions, and depreciation of fixed assets, and professional fees.
 


Share-Based Compensation


The following table represents share-based compensation expense included in cost of revenues and operating expenses in the accompanying condensed consolidated statementsCondensed Consolidated Statements of incomeOperations for the three and nine months ended September 30, 2017March 31, 2021 and 20162020 (in thousands): 
Three Months Ended
March 31,
20212020
Cost of revenues$132 $134 
Operating expenses:
Sales and marketing362 398 
Research, development and engineering520 431 
General and administrative5,099 5,350 
Total$6,113 $6,313 
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Cost of revenues$120
 $116
 $357
 $314
Operating expenses:       
Sales and marketing365
 423
 1,265
 1,388
Research, development and engineering296
 235
 815
 663
General and administrative3,782
 2,925
 11,303
 7,582
Total$4,563
 $3,699
 $13,740
 $9,947

During the second quarter of 2017, the Company accelerated the vesting of certain shares held by employees which were surrendered to the Company to satisfy tax withholding obligations in connection with such employees’ restricted stock. The Company recognized share-based compensation of $1.4 million during the second quarter 2017 due to this vesting acceleration.

In connection with the announcement of Hemi Zucker’s resignation effective as of December 31, 2017, all outstanding and unvested stock options and time-based restricted shares, along with the tranche of performance-vesting restricted shares next scheduled to vest, will vest in full on January 1, 2018. As a result, the Company has accelerated the recognition of share-based compensation expense associated with these awards which is expected to impact the fourth quarter by approximately $4.1 million.


Non-Operating Income and Expenses


Interest expense, net.net. Our interest expense, net is generated primarily from interest expense due to outstanding debt, partially offset by interest income earned on cash, cash equivalents and short and long-term investments. Interest expense, net was $25.3$21.7 million and $10.4$21.0 million for the three months ended September 30, 2017March 31, 2021 and 2016,2020, respectively. Interest expense, net increased over the prior comparable periodperiods primarily due to increased interest expense associated with the issuance of the $650 million 6.0% Senior Notes, the loss of $8.0 million on the extinguishment of the $250 million 8.0% Senior Notes and decreasedlower interest income earned between the comparable periods.

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Gain on cash, cash equivalentssale of businesses. Our gain on sale of businesses is generated primarily from the sale of certain Voice assets in the United Kingdom in the first quarter of 2021. Gain on sale of businesses was $2.0 million and investments. Interest expense,zero for the three months ended March 31, 2021 and 2020, respectively.

Loss on investments, net. Our loss on investments, net is generated from gains or losses from investments in equity and debt securities. Our loss on investments, net was $51.4 millionzero and $31.0$20.8 million for the ninethree months ended September 30, 2017March 31, 2021 and 2016, respectively. Interest expense,2020. Our net increased overloss on investments, net decreased for the three months ended March 31, 2021 versus the prior comparable period primarily due to increased interest expense associated withnet losses realized on certain investments as the issuanceresult of changes in the $650 million 6.0% Senior Notesinvestee’s capital structure and our line of credit borrowings,overall market volatility recognized in the loss on the extinguishment of the $250 million 8.0% Senior Notes and decreased interest income on cash, cash equivalents and investments.prior comparable period.


Other (income) expense, net.net. Our other (income) expense, net is generated primarily from miscellaneous items and gain or losses on currency exchange and sale of investments.exchange. Other (income) expense, net was $(3.9)$(0.6) million and $(9.7)$6.9 million for the three months ended September 30, 2017March 31, 2021 and 2016,2020, respectively. Other (income) expense, net decreased overincreased for the three months ended March 31, 2021 versus the prior comparable periodperiods primarily due to a decrease in gains earned in the current period related to the sales of Cambridge BioMarketing Group, LLC (“Cambridge”) and j2 Australia Hosting Pty Ltd (dba “Web24”) compared to the prior period gain on sale of our strategic investment in Carbonite and a breakup fee associated our bid for Gawker Media Group. Other (income) expense, net was $0.7 million and $(9.8) million for the nine months ended September 30, 2017 and 2016, respectively. Other (income) expense, net decreased over the prior comparable period due to a decrease in gains earned in the current period related to the sales of Cambridge and Web24; partially offset by increased losses on currency exchange compared to the prior period gain on sale of our strategic investment in Carbonite and a breakup fee associated our bid for Gawker Media Group.exchange.


Income Taxes


Our effective tax rate is based on pre-tax income, statutory tax rates, tax regulations (including those related to transfer pricing) and different tax rates in the various jurisdictions in which we operate. The tax bases of our assets and liabilities reflect our best estimate of the tax benefits and costs we expect to realize. When necessary, we establish valuation allowances to reduce our deferred tax assets to an amount that will more likely than not be realized. 




Provision for income taxes amounted to $9.2$5.7 million and $15.8$8.7 million for the three months ended September 30, 2017March 31, 2021 and 2016, respectively, and $27.9 million and $44.0 million for the nine months ended September 30, 2017 and 2016,2020, respectively. Our effective tax rate was 22.1%9.6% and 25.8%132.5% for the three months ended September 30, 2017March 31, 2021 and 2016, respectively, and 23.7% and 28.7% for the nine months ended September 30, 2017 and 2016,2020, respectively.


The decrease in our effective income tax rate for the three months and nine months ended September 30, 2017March 31, 2021 was primarily attributable to the following:


1.a decrease during 2017 in the valuation allowance for foreign tax credit carryforwards;

1.a decrease in tax expense during 2021 due to the release of a valuation allowance on deferred tax assets related to the impairment of certain investments; and
2.an increase in the portion of our income being taxed in foreign jurisdictions and subject to lower tax rates than in the U.S. (relative to income from U.S. domestic operations); partially offset by


3.an increase during 2017 in the amount of deemed distribution income (Subpart F) from our foreign subsidiaries.

2.a decrease in tax expense during 2021 due to a reduction in foreign income subject to U.S. income tax (Global Intangible Low-Taxed Income or “GILTI”) as part of the Tax Cuts and Jobs Act of 2017; partially offset by
3.an increase in our effective income tax rate during 2021 for U.S. state and local taxes due to a greater portion of our income being subject to tax in the U.S.

Significant judgment is required in determining our provision for income taxes and in evaluating our tax positions on a worldwide basis. We believe our tax positions, including intercompany transfer pricing policies, are consistent with the tax laws in the jurisdictions in which we conduct our business. Certain of these tax positions have in the past been, and are currently being, challenged, and this may have a significant impact on our effective tax rate if our tax reserves are insufficient.


SegmentEquity Method Investment

(Income) loss from equity method investment, net. (Income) loss from equity method investment, net is generated from our investment in the OCV Fund for which we receive annual audited financial statements. The investment in the OCV Fund is presented net of tax and on a one-quarter lag due to the timing and availability of financial information from OCV. If the Company becomes aware of a significant decline in value that is other-than-temporary, the loss will be recorded in the period in which the Company identifies the decline.

The (income) loss from equity method investment, net was $(24.3) million and $4.3 million, net of tax benefit (expense) for the three months ended March 31, 2021 and 2020, respectively. The first quarter 2021 gain was primarily a result of a gain on the underlying investments. The first quarter 2020 loss was primarily a result of the impairment of two of its investments as a result of COVID-19 in the amount of $7.0 million, net of tax benefit. During the three months ended March 31, 2021 and 2020, the Company recognized management fees of $0.8 million and $0.8 million, net of tax benefit, respectively.
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Digital Media and Cloud Services Results

Our business segmentsbusinesses are based on the organization structure used by management for making operating and investment decisions and for assessing performance. Our reportable business segments are:performance and have been aggregated into two businesses: (i) Business Cloud Services;Digital Media; and (ii) Digital Media.Cloud Services.
We evaluate the performance of our operating segmentsbusinesses based on segment revenues, including both external and intersegmentinterbusiness net sales, and segment operating income. We account for intersegmentinterbusiness sales and transfers based primarily on standard costs with reasonable mark-ups established between the segments.businesses. Identifiable assets by segmentbusiness are those assets used in the respective reportable segment’sbusiness’ operations. Corporate assets consist of cash and cash equivalents, deferred income taxes and certain other assets. All significant intersegmentinterbusiness amounts are eliminated to arrive at our consolidated financial results.
Revenues
Digital Media

The following table presents our revenues by source as a percentage of total revenues for the three and nine months ended September 30, 2017 and 2016:
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Business Cloud Services revenues:       
Fax and Voice35.4% 44.1% 35.7% 44.3%
Other17.9% 24.1% 18.2% 23.8%
Total Business Cloud Services revenues:53.3% 68.2% 53.9% 68.1%
Digital Media revenues:       
Media46.7% 31.8% 46.1% 31.9%
Total revenues100.0% 100.0% 100.0% 100.0%


Business Cloud Services
The following segment results are presented for the three and nine months ended September 30, 2017March 31, 2021 and 20162020 (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended
March 31,
2017 2016 2017 201620212020
External net sales$145,787
 $143,342
 $432,039
 $423,941
External net sales$226,806 $162,608 
Inter-segment net sales
 
 
 
Segment net sales145,787
 143,342
 432,039
 423,941
Inter-business net salesInter-business net sales68 83 
Net salesNet sales226,874 162,691 
Cost of revenues30,112
 31,377
 89,144
 90,389
Cost of revenues20,793 20,771 
Gross profit115,675
 111,965
 342,895
 333,552
Gross profit206,081 141,920 
Operating expenses59,550
 59,108
 172,371
 177,944
Operating expenses175,428 136,968 
Segment operating income$56,125
 $52,857
 $170,524
 $155,608
Operating incomeOperating income$30,653 $4,952 


Segment
Digital Media’s net sales of $145.8$226.9 million for the three months ended September 30, 2017March 31, 2021 increased $2.4$64.2 million, or 1.7%, and segment net sales of $432.0 million for the nine months ended September 30, 2017 increased $8.1 million, or 1.9%39.5%, from the prior comparable periodsperiod primarily due to business acquisitions.
Segment
Digital Media’s gross profit of $115.7$206.1 million for the three months ended September 30, 2017March 31, 2021 increased $3.7$64.2 million, and segment gross profit of $342.9 million for the nine months ended September 30, 2017 increased $9.3 millionor 45.2%, from the prior comparable periodsperiod primarily due to business acquisitions.
Segment Digital Media’s operating expenses of $59.6$175.4 million for the three months ended September 30, 2017March 31, 2021 increased $0.4 million and segment operating expenses of $172.4 million for the nine months ended September 30, 2017 decreased $(5.6)$38.5 million from the prior comparable periodsperiod. The increase in the three months ended March 31, 2021 is primarily due to (a) lower amortization of intangible assets and transition service costsadditional expense associated with businesses acquired in and subsequent to the prior comparable periods; and (b) reduced miscellaneous general and administrative related fees. As a result of these factors, segment operating income of $56.1 million for the three months ended September 30, 2017 increased $3.3 million, or 6.2%, and segment operating income of $170.5 million for the nine months ended September 30, 2017 increased $14.9 million, or 9.6%, from the prior comparable periods. Our Business Cloud Services segment consists of several services which have similar economic characteristics,period including the nature of the services and their production processes, the type of customers, as well as the methods used to distribute these services.


We group these services into three main categories based on the similarities of these services: Cloud Connect, Other Cloud Services and Intellectual Property. Cloud Connect consists of our Fax and Voice services and Other Cloud Services consist of Backup, Email Security, Email Marketing and Web Hosting.
 Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017
 Revenue Depreciation and Amortization Operating Income Revenue Depreciation and Amortization 
Operating Income(4)
            
Cloud Connect
 (Fax/Voice)
$96,882
 $7,001
 $44,663
 $286,163
 $18,964
 $133,958
Cloud Services47,693
 8,949
 11,947
 142,187
 28,330
 37,824
Intellectual Property1,212
 1,195
 (485) 3,689
 3,803
 (1,258)
   Total$145,787
 $17,145
 $56,125
 $432,039
 $51,097
 $170,524
 Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016
 Revenue Depreciation and Amortization Operating Income Revenue Depreciation and Amortization 
Operating Income(4)
            
Cloud Connect
(Fax/Voice)
$92,599
 $5,950
 $43,503
 $275,700
 $19,096
 $126,598
Cloud Services49,624
 12,826
 10,350
 144,853
 35,327
 31,974
Intellectual Property1,119
 1,442
 (996) 3,388
 4,548
 (2,964)
   Total$143,342
 $20,218
 $52,857
 $423,941
 $58,971
 $155,608
Digital Media
 The following segment results are presented for the three and nine months ended September 30, 2017 and 2016 (in thousands):
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
External net sales$127,830
 $66,774
 $369,419
 $198,477
Inter-segment net sales35
 45
 51
 136
Segment net sales127,865
 66,819
 369,470
 198,613
Cost of revenues12,265
 5,615
 37,201
 16,482
Gross profit115,600
 61,204
 332,269
 182,131
Operating expenses103,234
 47,272
 313,266
 148,916
Segment operating income$12,366
 $13,932
 $19,003
 $33,215
Segment net sales of $127.9 million for the three months ended September 30, 2017 increased $61.0 million, or 91.4%, and segment net sales of $369.4 million for the nine months ended September 30, 2017 increased $170.9 million, or 86.0%, from the prior comparable periods primarily due to the acquisition of Everyday Health in December 2016.
Segment gross profit of $115.6 million for the three months ended September 30, 2017 increased $54.4 million, or 88.9%, and segment gross profit of $332.3 million for the nine months ended September 30, 2017 increased $150.1 million, or 82.4%, from the prior comparable periods primarily due to the acquisition of Everyday Health in December 2016.
Segment operating expenses of $103.2 million for the three months ended September 30, 2017 increased $56.0 million and segment operating expenses of $313.3 million for the nine months ended September 30, 2017 increased $164.4 million from the prior comparable periods primarily due to the acquisition of Everyday Health in December 2016 comprised primarily of(a) additional salary and related costs including severance; (b) marketing costs, and advertising costs; and (c) increased amortization of intangible assets.



As a result of these factors, segmentDigital Media’s operating income of $12.4$30.7 million for the three months ended September 30, 2017 decreased $(1.6)March 31, 2021 increased $25.7 million, or (11.2)% and segment operating income of $19.0 million for the nine months ended September 30, 2017 decreased $(14.2) million, or (42.8)%519.0%, from the prior comparable periods.period.

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Cloud Services

The following results are presented for the three months ended March 31, 2021 and 2020 (in thousands):
Three Months Ended
March 31,
20212020
External net sales$171,379 $169,784 
Inter-business net sales50 — 
Net sales171,429 169,784 
Cost of revenues36,964 38,360 
Gross profit134,465 131,424 
Operating expenses71,001 75,690 
Operating income$63,464 $55,734 

Cloud Services’ net sales of $171.4 million for the three months ended March 31, 2021 increased $1.6 million, or 1.0%, from the prior comparable period primarily due to business acquisitions acquired in; partially offset by businesses sold subsequent to the first quarter 2020.

Cloud Services’ gross profit of $134.5 million for the three months ended March 31, 2021 increased $3.0 million, or 2.3%, from the prior comparable period primarily due to business acquisitions; partially offset by businesses sold subsequent to the first quarter 2020.

Cloud Services’ operating expenses of $71.0 million for the three months ended March 31, 2021 decreased $4.7 million from the prior comparable period primarily due to expense associated with businesses acquired in; partially offset by businesses sold subsequent to the prior comparable period including lower depreciation and amortization costs; partially offset by increased marketing and advertising costs.

As a result of these factors, Cloud Services’ operating income of $63.5 million for the three months ended March 31, 2021 increased $7.7 million, or 13.9%, from the prior comparable period.


Liquidity and Capital Resources


Cash and Cash Equivalents and Investments


At September 30, 2017,March 31, 2021, we had cash, cash equivalents and investments of $402.5$511.3 million compared to $124.0$340.8 million at December 31, 2016.2020. The increase in cash and investments resulted primarily from the issuance of long-term debt and cash provided from operations,operations; partially offset by the repayment of the line of credit, business acquisitions, dividends and interest paid, andcash used in purchases of property and equipment.equipment (including capitalized labor) and investments. At September 30, 2017,March 31, 2021, cash and investments consisted of cash and cash equivalents of $402.5$372.0 million, short-term investments of $0.7 million and long-term investments of $138.7 million. We retain a substantial portionOur investments consist of equity and debt securities. For financial statement presentation, we classify our cashdebt securities primarily as short- and long-term based upon their maturity dates. Short-term investments in foreign jurisdictions for future reinvestment.mature within one year of the date of the financial statements and long-term investments mature one year or more from the date of the financial statements. As of September 30, 2017,March 31, 2021, cash and investments held within domestic and foreign jurisdictions were $143.6$390.6 million and $258.9$120.7 million, respectively. If we were to repatriate funds held within foreign jurisdictions, we would incur U.S. income tax on the repatriated amount at the federal statutory rate of 35% and the state statutory rate where applicable, net of a credit for foreign taxes paid on such amounts.
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On February 9, 2017, the Company declared a quarterly cash dividend of $0.3650 per share of common stock payable on March 9, 2017 to all stockholders of record as of the close of business on February 22, 2017. On May 4, 2017, the Company’s Board of Directors approved a quarterly cash dividend of $0.3750 per share of j2 Global common stock payable on June 2, 2017 to all stockholders of record as of the close of business on May 19, 2017. On August 2, 2017, the Company declared 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. Future dividends are subject to Board approval.

On June 27, 2017, j2 Cloud Services, LLC (“j2 Cloud”), a wholly-owned subsidiary of j2 Global, Inc., and j2 Cloud Co-Obligor, Inc., a wholly-owned subsidiary of j2 Cloud (the “Co-Issuer” and together with j2 Cloud, the “Issuers”) completed the issuance and sale of $650 million aggregate principal amount of its 6.0% senior notes due 2025 in a private placement. The proceeds were used to redeem all of its 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 (as described further below), with the remaining net proceeds to be used for general corporate purposes, including acquisitions.

On December 5, 2016, j2April 7, 2021, J2 Global, Inc. entered into a Credit Agreement (the “Credit Agreement”) with MUFG Union Bank, N.A., as administrative agent, and certain other lenders from time to time party thereto (collectively, the “Lenders”) and MUFG Union Bank, N.A., as administrative agent, collateral agent and sole lead arranger for the Lenders (the “Agent”). Pursuant to the Credit Agreement, the Lenders have provided j2J2 with a revolving credit facility of $225.0$100 million (the “Credit Facility”), $180.0. Subject to customary conditions, J2 may, from time to time, request increases in the commitments under the Credit Agreement in an aggregate amount up to $250 million, for a total aggregate commitment of which was drawn at closingup to $350 million. The proceeds of the Everyday Health acquisitionCredit Facility are intended to be used for working capital and usedgeneral corporate purposes of J2 and its subsidiaries, including to finance a portioncertain permitted acquisitions and capital expenditures in accordance with the terms of the cash considerationCredit Agreement. The final maturity of the Credit Facility will occur on April 7, 2026. (see Note 18 - Subsequent Events of Notes to Condensed Consolidated Financial Statements).

On September 25, 2017, the Board of Directors of the Company authorized the Company’s entry into a commitment to invest $200 million in an investment fund (the “Fund”) over several years at a fairly ratable rate. The manager, OCV Management, LLC (“OCV”), and general partner of the Fund are entities with respect to which Richard S. Ressler, Chairman of the Board of Directors (the “Board”) of the Company, is indirectly the majority equity holder. As a limited partner in the acquisition. During the prior quarter,Fund, the Company drewwill pay an additional $45.0 million. On June 27, 2017,annual management fee to the manager equal to 2.0% (reduced by 10% each year beginning with the sixth year) of capital commitments. In addition, subject to the terms and conditions of the Fund’s limited partnership agreement, once the Company repaidhas received distributions equal to its invested capital, the Fund’s general partner will be entitled to a carried interest equal to 20%. The Fund has a six year investment period, subject to certain exceptions. The commitment was approved by the Audit Committee of the Board in accordance with the Company’s related-party transaction approval policy.

In the first three months of 2021, the Company received capital call notices from the management of OCV Management, LLC for $7.1 million, inclusive of certain management fees. Of the outstanding credit facility with cash received from its subsidiary, j2 Cloud, and terminatedbalance, $8.1 million has been paid for the Credit Agreement.three months ended March 31, 2021.

On June 27, 2017, j2 Cloud notified U.S. Bank National Association, as trustee (the “2012 Trustee”) under the indenture, dated as of July 26, 2012 (as amended, supplemented or otherwise modified, the “2012 Indenture”), between j2 Cloud and the 2012 Trustee, governing the 8.0% senior unsecured notes due 2020 (the “2020 Notes”) that j2 Cloud would redeem the 2020 Notes and pay the redemption premium equal to 102% of the principal amount on the 2020 Notes and to pay accrued and unpaid interest on the 2020 Notes effective August 1, 2017 (the “Redemption Amount”). On that same date, j2 Cloud deposited a portion of the cash proceeds from the issuance and sale of the 6.0% senior notes in an amount equal to the Redemption Amount with the 2012 Trustee for purposes of the payment of that amount on August 1, 2017. 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.

In order to timely complete the Everyday Health acquisition, the Company borrowed $126.8 million from its non-US subsidiaries. During the third quarter 2017, the Company repaid its borrowings from its non-U.S. subsidiaries.


We currently anticipate that our existing cash and cash equivalents and short-term investment balances and cash generated from operations and the additional debt facilities described above will be sufficient to meet our anticipated needs for working capital, capital expenditure,expenditures and stock repurchases, and cash dividendsif any, for at least the next 12 months.




Cash Flows


Our primary sources of liquidity are cash flows generated from operations, together with cash and cash equivalents and short-term investments.equivalents. Net cash provided by operating activities was $179.0$178.7 million and $192.5$102.0 million for the ninethree months ended September 30, 2017March 31, 2021 and 2016,2020, respectively. Our operating cash flows resulted primarily from cash received from our customers offset by cash payments we made to third parties for their services, employee compensation and interest payments associated with our debt. The decreaseincrease in our net cash provided by operating activities in 20172021 compared to 20162020 was primarily attributable to alower decrease in accounts payable and accrued expenses, including a $20.0 million payment of certain contingent compensation obligations of Everyday Health as well as a payment of contingent consideration of $20.0 million associated with the acquisition of Ookla;decrease in accounts receivables, an increase in deferred revenue, lower increase in prepaid expenses and other current assets; partially offset by a decrease in accounts receivable and increased depreciation and amortization. Ourother long term liabilities. Our cash and cash equivalents and short-term investments were $402.5$372.0 million and $124.0$242.7 million at September 30, 2017March 31, 2021 and December 31, 2016,2020, respectively.


Net cash used in investing activities was $(44.6)$29.0 million and $(41.7)$69.1 million for the ninethree months ended September 30, 2017March 31, 2021 and 2016,2020, respectively. For the ninethree months ended September 30, 2017,March 31, 2021 and 2020, net cash used in investing activities was primarily attributabledue to business acquisitions, capital expenditures associated with the purchase of property and equipment (including capitalized labor) and the purchase of intangible assets;investments; partially offset by proceeds from the sale of businesses. For the nine months ended September 30, 2016, net cash used in investing activities was primarily attributable to business acquisitions, the purchase of available-for-sale investments, property and equipment and intangible assets; partially offset by the maturity of available-for-sale investments. The increasedecrease in our net cash used in investing activities in 20172021 compared to 20162020 was primarily lower maturity of investments; partially offset by reduced purchases of investments and additional purchases of property and equipment; partially offset by lowerdue to fewer business acquisitions and proceeds from the sale of businesses.acquisitions.


Net cash provided by (used in)used in financing activities was $135.6$20.1 million and $(118.6)$78.4 million for the ninethree months ended September 30, 2017March 31, 2021 and 2016,2020, respectively. For the ninethree months ended September 30, 2017, net cash provided by financing activities was primarily attributable to proceeds from the issuance of long-term debt, additional borrowings under our line of credit and exercise of stock options; partially offset by the repayment in full of the line of credit and other debt, dividends paid, repurchases of stock and business acquisitions. For the nine months ended September 30, 2016,March 31, 2021, net cash used in financing activities was primarily attributabledue to repurchasesrepurchase of stock which includes the acquisition of Integrated Global Concepts, Inc., which held shares of j2 Global common stock dividends paid, and business acquisitions; partially offset by the exercise of stock options and excess tax benefit from share-based compensation.acquisitions. The change in net cash provided byused in financing activities in 20172021 compared to 20162020 was primarily attributable to the proceeds from the issuancelower repurchases of long-term debt; partially offset by the net payment associated with the payment in full of our line of creditcommon stock and other debt.business acquisitions.


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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. During20, 2021. In July 2016, the nine month period ended September 30, 2017, we repurchased zeroCompany acquired and subsequently retired 935,231 shares of J2 Global common stock in connection with the acquisitions 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 thisthe 2012 Program by the same amount. In November 2018 and May 2019, the Company entered into Rule 10b5-1 trading plans with a broker to facilitate the repurchase program. Cumulatively at September 30, 2017, 2.1 million600,000 shares were repurchased under the share repurchase program in 2018 at an aggregate cost of $58.6$42.5 million and were subsequently retired in March 2019. During the year ended December 31, 2019, the Company repurchased 197,870 shares at an aggregate cost of $16.0 million which were subsequently retired in the same year. During the year ended December 31, 2020, the Company repurchased 1,140,819 shares under this program at an aggregate cost of $87.5 million, which were subsequently retired in the same year. As of December 31, 2020, all the available shares were repurchased under the 2012 Program at an aggregate cost of $204.6 million (including an immaterial amount of commission fees).




On August 6, 2020, the Company’s Board of Directors approved a program authorizing the repurchase of up to 10 million shares of our common stock through August 6, 2025 (the “2020 Program”) in addition to the five million shares repurchased under the 2012 Program. During the three month period ended March 31, 2021, we repurchased no shares under this program. Cumulatively at March 31, 2021, 2,490,599 shares were repurchased at an aggregate cost of $177.8 million (including an immaterial amount of commission fees) under the 2020 Program, which were subsequently retired.

Contractual Obligations and Commitments


The following table summarizes our contractual obligations and commitments as of September 30, 2017:March 31, 2021:
 
Payments Due in
(in thousands)
Payments Due in
(in thousands)
Contractual Obligations 2017 2018 2019 2020 2021 Thereafter TotalContractual Obligations20212022202320242025ThereafterTotal
Long-term debt - principal (a) $
 $
 $
 $
 $402,500
 $650,000
 $1,052,500
Long-term debt - principal (a)$402,413 $910 $— $— $— $1,300,000 $1,703,323 
Long-term debt - interest (b) 6,541
 54,031
 52,081
 52,081
 45,541
 156,000
 366,275
Long-term debt - interest (b)51,719 44,313 44,313 44,313 44,313 183,063 412,031 
Operating leases (c) 3,551
 14,077
 12,775
 9,550
 8,580
 17,387
 65,920
Operating leases (c)25,640 30,680 25,072 18,473 10,035 31,408 141,309 
Capital leases (d) 4
 9
 
 
 
 
 13
Finance leases (d)Finance leases (d)441 313 29 — — — 783 
Telecom services and co-location facilities (e) 2,712
 2,950
 886
 185
 14
 10
 6,757
Telecom services and co-location facilities (e)2,010 1,485 384 — — 3,885 
Holdback payment (f) 2,782
 2,050
 
 
 
 
 4,832
Other (g) 187
 
 
 
 
 
 187
Holdback payments (f)Holdback payments (f)4,134 1,897 — — — — 6,031 
Contingent consideration payments (g)Contingent consideration payments (g)5,468 — — — — — 5,468 
Transition tax (h)Transition tax (h)— — — 3,189 8,486 — 11,675 
Self-Insurance (i)Self-Insurance (i)16,327 5,530 — — — — 21,857 
Other (j)Other (j)1,138 598 — — — — 1,736 
Total  $15,777
 $73,117
 $65,742
 $61,816
 $456,635
 $823,397
 $1,496,484
Total $509,290 $85,726 $69,798 $65,981 $62,834 $1,514,471 $2,308,098 
 
(a)These amounts represent principal on long-term debt.
(b)These amounts represent interest on long-term debt.
(c)These amounts represent undiscounted future minimum rental commitments under noncancellable operating leases.
(d)These amounts represent undiscounted future minimum rental commitments under noncancellable capital leases.
(e)These amounts represent service commitments to various telecommunication providers.
(f)These amounts represent the holdback amounts in connection with certain business acquisitions.
(g)These amounts represent certain consulting and Board of Directors fee arrangements.

(a)These amounts represent principal on long-term debt.
(b)These amounts represent interest on long-term debt.
(c)These amounts represent undiscounted future minimum rental commitments under noncancellable operating leases.
(d)These amounts represent undiscounted future minimum rental commitments under noncancellable finance leases.
(e)These amounts represent service commitments to various telecommunication providers.
(f)These amounts represent the holdback amounts in connection with certain business acquisitions.
(g)These amounts represent the contingent earn-out liabilities in connection with certain business acquisitions.
(h)These amounts represent commitments related to the transition tax on unrepatriated foreign earnings reduced by the 2017 overpayment of US Federal Income Tax.
(i)These amounts represent health and dental insurance plans in connection to self-insurance.
(j)These amounts represent certain consulting and Board of Directors fee arrangements, software license and implementation commitments and others.

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As of September 30, 2017,March 31, 2021, our liability for uncertain tax positions was $48.7$58.4 million. The future payments related to uncertain tax positions have not been presented in the table above due to the uncertainty of the amounts and timing of cash settlement with such authorities.


We have not presented contingent consideration associated with acquisitions (other than contingent consideration which we have deemed as certain in terms of amount and timing) in the table above due to the uncertainty of the amounts and the timing of cash settlements. We have also not presented our remaining commitment to OCV Management, LLC of approximately $87.2 million due to the uncertainty of timing of funding requests.

Off-Balance Sheet Arrangements


We are not party to any material off-balance sheet arrangements.




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Item 3.Quantitative and Qualitative Disclosures About Market Risk


The following discussion of the market risks we face contains forward-looking statements. Forward-looking statements are subject to risks and uncertainties. Actual results could differ materially from those discussed in forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. j2J2 Global undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements. Readers should carefully review the risk factors described in this document and in the other documents incorporated by reference herein, including our Annual Report on Form 10-K for the year ended December 31, 20162020 as well as in other documents we file from time to time with the SEC, including the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K filed or to be filed by us in 2017.2021.


Interest Rate Risk


Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio.portfolio and borrowings under our Credit Facility that bear variable market interest rates. The primary objectives of our investment activities are to preserve our principal while at the same time maximizing yields without significantly increasing risk. To achieve these objectives, we maintain our portfolio of cash equivalents and investments in a mix of instruments that meet high credit quality standards, as specified in our investment policy.policy or otherwise approved by the Board of Directors. Our cash and cash equivalents are not subject to significant interest rate risk due to the short maturities of these instruments. As of September 30, 2017,March 31, 2021, the carrying value of our cash and cash equivalents approximated fair value. Our return on these investments is subject to interest rate fluctuations.


As of September 30, 2017,March 31, 2021, we had no investments in debt securities with effective maturities greater than one year.year of approximately zero. As of September 30, 2017March 31, 2021 and December 31, 2016,2020, we had cash and cash equivalent investments primarily in time deposits and money market funds with maturities of 90 days or less of $402.5$372.0 million and $124.0$242.7 million, respectively. 


On April 7, 2021, J2 Global, Inc. entered into a Credit Agreement (“Credit Agreement”) with certain lenders from time to time party thereto (collectively, the “Lenders”) and MUFG Union Bank, N.A., as administrative agent, collateral agent and sole lead arranger for the Lenders (the “Agent”). Pursuant to the Credit Agreement, the Lenders have provided J2 with a revolving credit facility of $100 million (the “Credit Facility”). Subject to customary conditions, J2 may, from time to time, request increases in the commitments under the Credit Agreement in an aggregate amount up to $250 million, for a total aggregate commitment of up to $350 million. The proceeds of the Credit Facility are intended to be used for working capital and general corporate purposes of J2 and its subsidiaries, including to finance certain permitted acquisitions and capital expenditures in accordance with the terms of the Credit Agreement.

At J2’s option, amounts borrowed under the Credit Agreement will bear interest at either (i) a base rate equal to the greatest of (x) the Federal Funds Effective Rate (as defined in the Credit Agreement) in effect on such day plus ½ of 1% per annum, (y) the rate of interest per annum most recently announced by the Agent as its U.S. Dollar “Reference Rate” and (z) one month LIBOR plus 1.00% or (ii) a rate per annum equal to LIBOR divided by 1.00 minus the LIBOR Reserve Requirements (as defined in the Credit Agreement), in each case, plus an applicable margin. The applicable margin relating to any base rate loan will range from 0.50% to 1.25% and the applicable margin relating to any LIBOR loan will range from 1.50% to 2.25%, in each case, depending on the total leverage ratio of J2. The final maturity of the Credit Facility will occur on April 7, 2026. J2 is permitted to make voluntary prepayments of the Credit Facility at any time without payment of a premium or penalty.

We cannot ensure that future interest rate movements will not have a material adverse effect on our future business, prospects, financial condition, operating results and cash flows. To date, we have not entered into interest rate hedging transactions to control or minimize certain of these risks.


Foreign Currency Risk


We conduct business in certain foreign markets, primarily in Canada, Australia and the European Union. Our principal exposure to foreign currency risk relates to investment and inter-company debt in foreign subsidiaries that transact business in functional currencies other than the U.S. Dollar, primarily the Australian Dollar, the Canadian Dollar, the Euro, the Hong Kong Dollar, the Japanese Yen, the New Zealand Dollar, the Norwegian Kroner and the British Pound Sterling. If we are unable to settle our short-term inter-company debts in a timely manner, we remain exposed to foreign currency fluctuations.
    
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As we expand our international presence, we become further exposed to foreign currency risk by entering new markets with additional foreign currencies. The economic impact of currency exchange rate movements is often linked to variability in real growth, inflation, interest rates, governmental actions and other factors. These changes, if material, could cause us to adjust our financing and operating strategies.


As currency exchange rates change, translation of the income statements of the international businesses into U.S. Dollars affects year-over-year comparability of operating results, the impact of which is immaterial to the comparisons set forth in this Quarterly Report on Form 10-Q.


Historically, we have not hedged translation risks because cash flows from international operations were generally reinvested locally; however, we may do so in the future. Our objective in managing foreign exchange risk is to minimize the potential exposure to changes that exchange rates might have on earnings, cash flows and financial position.


Foreign exchange losses for the three months ended September 30, 2017March 31, 2021 and 20162020 were $1.0$0.5 million and $0.3 million, respectively, and for the nine months ended September 30, 2017 and 2016 were $5.5 million and $1.2$7.8 million, respectively. The increasedecrease in losses to our earnings in the current periodthree months ended March 31, 2021 were attributable to increasedlower inter-company debtbalances between periods in foreign subsidiaries that were in functional currencies other than the U.S. Dollar.Dollar and exchange rate fluctuations.


Cumulative translation adjustments, net of tax, included in other comprehensive income for the three months ended September 30, 2017March 31, 2021 and 20162020 were $7.7$(8.4) million and $(0.3) million, respectively, and for the nine months ended September 30, 2017 and 2016 were $23.6 million and $(9.6)$(8.7) million, respectively.




We currently do not have derivative financial instruments for hedging, speculative or trading purposes and therefore are not subject to such hedging risk. However, we may in the future engage in hedging transactions to manage our exposure to fluctuations in foreign currency exchange rates.


Item 4.Controls and Procedures


(a)Evaluation of Disclosure Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
 
The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the principal executive officer and the principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.    


As of the end of the period covered by this report, j2J2 Global’s management, with the participation of Nehemia Zucker,Vivek Shah, our principal executive officer, and R. Scott Turicchi, our principal financial officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, Mr. ZuckerShah and Mr. Turicchi concluded that these disclosure controls and procedures were effective as of the end of the period covered in this Quarterly Report on Form 10-Q.


(b)Changes in Internal Controls

(b) Changes in Internal Controls

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) which occurred during the thirdfirst quarter ended September 30, 2017March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II.   OTHER INFORMATION


Item 1.Legal Proceedings


See Note 911 – Commitments and Contingencies of the Notes to Financial Statements (Part I, Item 1) for information regarding certain legal proceedings in which we are involved.
 
Item 1A. Risk Factors


In addition to the other information set forth in this report, before deciding to invest in j2J2 Global or to maintain or increase your investment, you should carefully consider the factors discussed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 20162020 (the “10-K Risk Factors”) as well as in other documents we file from time to time with the SEC, including the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K filed or to be filed by us in 2017.2021. If any of these risks occur, our business, prospects, financial condition, operating results and cash flows could be materially adversely affected. The 10-K Risk Factors are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. There have been no material changes from the 10-K Risk Factors, except as provided below.

We may not be able to complete the proposed spin-off of our Cloud Fax business within the expected time frame or at all. The proposed transaction will require significant time and attention from our management, will result in increased operating expenses and, if completed, may not produce the anticipated benefits.

On April 19, 2021, we announced plans to separate into two publicly traded companies: one addressing healthcare interoperability and primarily comprising the Cloud Fax business, which will do business as Consensus, and one that will focus on building an internet platform focused on key verticals, including technology and gaming, shopping, health, cybersecurity and SMB, which will continue to do business as J2 Global. Completion of the separation will be subject to certain conditions, such as approval by our Board of Directors, receipt of a private letter ruling from the Internal Revenue Service (“IRS”), receipt of one or more tax opinions and effectiveness of a registration statement filed with the U.S. Securities and Exchange Commission. Our ability to complete the separation could be affected by unanticipated developments or changes in market conditions. For these and other reasons, we may not be able to complete the separation within the expected time frame, or at all.

Even if the separation is completed, we may not realize the anticipated benefits. As independent publicly-traded companies, Consensus and the remaining businesses of J2 Global will be smaller, less diversified companies relative to J2 Global today, with a narrower business focus and may be more vulnerable to changing market conditions, which could materially and adversely affect their respective business, financial condition and results of operations. Further, there can be no assurance that the combined value of the common stock of the two publicly-traded companies will be equal to or greater than what the value of our common stock would have been had the proposed separation not occurred.

In the near-term, the separation will result in additional operating expenses, including one-time transaction expenses associated with the spin-off, and will require significant time and attention of our management, which could distract management from the operation of our business. In addition, we could face difficulties retaining key customers or employees as a result of the separation. If any of these risks materialize, they could adversely affect our operating results.

The proposed spin-off of our Cloud Fax business may result in disruptions to, and negatively impact our relationships with, our customers and other business partners.

Uncertainty related to the proposed spin-off of our Cloud Fax business may lead customers and other parties with which we currently do business or may do business with in the future to terminate or attempt to negotiate changes in existing business relationships, or consider entering into business relationships other than us. These disruptions could have a material and adverse effect on our businesses, financial condition, results of operations and prospects. The effect of such disruptions could be exacerbated by any delays in the completion of the separation.

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If the distribution, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, J2 Global, Consensus and J2 Global stockholders could be subject to significant tax liabilities.

The separation will be effected by a pro rata distribution to our shareholders of at least 80.1% of the stock of a newly-formed corporation that will comprise our Cloud Fax business. We intend to obtain (i) a private letter ruling from the IRS, satisfactory to our Board of Directors, regarding certain U.S. federal income tax matters relating to the separation and related transactions and (ii) one or more opinions of outside counsel, satisfactory to our Board of Directors, regarding the qualification of the distribution, together with certain related transactions, as generally tax-free, for U.S. federal income tax purposes, under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code (the “Code”). Any opinions of outside counsel or other external tax advisors and any IRS private letter ruling will be based, among other things, on various facts and assumptions, as well as certain representations, statements and undertakings of J2 Global and Consensus (including those relating to the past and future conduct of J2 Global and Consensus). If any of these facts, assumptions, representations, statements or undertakings is, or becomes, inaccurate or incomplete, or if J2 Global or Consensus breach any of their respective covenants contained in any of the separation-related agreements or in the documents relating to the IRS private letter ruling and/or any tax opinion, the IRS private letter ruling and/or any tax opinion may be invalid. Accordingly, notwithstanding receipt of the IRS private letter ruling and/or opinions of counsel or other external tax advisors, the IRS could determine that the distribution and certain related transactions should be treated as taxable transactions for U.S. federal income tax purposes if it determines that any of the facts, assumptions, representations, statements or undertakings that were included in the request for the risks describedIRS private letter ruling or on which any opinion was based are false or have been violated. In addition, the IRS private letter ruling will not address all of the issues that are relevant to determining whether the distribution, together with certain related transactions, qualifies as a transaction that is generally tax-free for U.S. federal income tax purposes, and an opinion of outside counsel or other external tax advisor represents the judgment of such counsel or advisor which is not binding on the IRS or any court. Accordingly, notwithstanding receipt by J2 Global of the IRS private letter ruling and the tax opinions referred to above, there can be no assurance that the IRS will not assert that the distribution and/or certain related transactions do not qualify for tax-free treatment for U.S. federal income tax purposes or that a court would not sustain such a challenge. In the event the IRS were to prevail with such challenge, J2 Global, Consensus and J2 Global’s stockholders could be subject to significant U.S. federal income tax liability.

If the distribution, together with certain related transactions, fails to qualify as a transaction that is generally tax-free under Sections 355 and 368(a)(1)(D) of the Code, in subsequently filed Quarterly Reports on Form 10-Q.general, for U.S. federal income tax purposes, J2 Global would recognize taxable gain as if it has sold the Consensus common stock in a taxable sale for its fair market value and J2 Global stockholders who receive shares of Consensus common stock in the distribution would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares.


In addition, we may incur certain tax costs in connection with the separation, including non-U.S. tax costs resulting from separations in multiple non-U.S. jurisdictions that do not legally provide for tax-free separations, which may be material.

As a result of requirements of Section 355 of the Code or other applicable tax laws, in order to avoid the risk of incurring material tax-related liabilities, for a period of time after the separation we may determine to forego certain strategic transactions, equity issuances or repurchases or other transactions that we would otherwise believe to be in the best interests of our stockholders or that might increase the value of our business.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
 
(a)Unregistered Sales of Equity Securities
(a)Unregistered Sales of Equity Securities

None.
 
(b)Issuer Purchases of Equity Securities
(b)Issuer Purchases of Equity Securities
 
Effective February 15, 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, 2018.20, 2021.


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In July 2016, the Company acquired and subsequently retired 935,231 shares of j2J2 Global common stock in connection with the acquisitionacquisitions of Integrated Global Concepts, Inc. As a result of the purchase of j2J2 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 thisamount.

In November 2018 and May 2019, the Company entered into Rule 10b5-1 trading plans with a broker to facilitate the repurchase program. During the nine month period ended September 30, 2017, we repurchased zero shares under this program. Cumulatively at September 30, 2017, 2.1 million600,000 shares were repurchased under the share repurchase program in 2018 at an aggregate cost of $58.6$42.5 million and were subsequently retired in March 2019. During the year ended December 31, 2019, the Company repurchased 197,870 shares at an aggregate cost of $16.0 million which were subsequently retired in the same year. During the year ended December 31, 2020, the Company repurchased 1,140,819 shares under this program at an aggregate cost of $87.5 million, which were subsequently retired in the same year. As of December 31, 2020, all the available shares were repurchased under the 2012 Program at an aggregate cost of $204.6 million (including an immaterial amount of commission fees).

On August 6, 2020, the Company’s Board of Directors approved a program authorizing the repurchase of up to 10 million shares of our common stock through August 6, 2025 (the “2020 Program”) in addition to the five million shares repurchased under the 2012 Program. During the three month period ended March 31, 2021, the Company repurchased no shares under this program. Cumulatively at March 31, 2021, 2,490,599 shares were repurchased at an aggregate cost of $177.8 million (including an immaterial amount of commission fees) under the 2020 Program, which were subsequently retired. See Note 13, “Stockholders’ Equity” of the Notes to the Condensed Consolidated Financial Statements.

The following table details the repurchases that were made under and outside the 20122020 Program during the three months ended September 30, 2017:March 31, 2021:
Period
Total Number of
Shares
Purchased (1)
Average Price
Paid Per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Program
Maximum
Number of
Shares That
May Yet Be
Purchased
Under the
Plans or
Program
January 1, 2021 - January 31, 202110,779 $97.69 — 7,509,401 
February 1, 2021 - February 28, 202111,571 $108.89 — 7,509,401 
March 1, 2021 - March 31, 202185,937 $114.99 — 7,509,401 
Total108,287 — 7,509,401 
(1)Includes shares surrendered to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with employee stock options and/or the vesting of restricted stock issued to employees.
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Period
Total Number of
Shares
Purchased
(1)
 
Average Price
Paid Per Share
 
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Program
 
Maximum
Number of
Shares That
May Yet Be
Purchased
Under the
Plans or
Program
July 1, 2017 - July 31, 20171,620
 $84.67
 
 1,938,689
August 1, 2017 - August 31, 201712,558
 $78.51
 
 1,938,689
September 1, 2017 - September 30, 2017
 $
 
 1,938,689
Total14,178
   
 1,938,689
(1)
All shares purchased were surrendered to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with employee stock options and/or the vesting of restricted stock issued to employees.




Item 3.Defaults Upon Senior Securities

None.


Item 4.Mine Safety Disclosures

Not Applicable.


Item 5.Other Information

None.


Item 6.Exhibits
Amended and Restated Certificate of Incorporation of J2 Global, Inc., dated as of June 10, 2014 (1)
Amendment to Amended and Restated Certificate of Incorporation of J2 Global, Inc. dated as of September 5, 2019 (2)
31.1
Third Amended and Restated By-Laws (2)
Form of Restricted Stock Unit Agreement Pursuant to J2 Global, Inc. 2015 Stock Option Plan
Form of Performance Stock Unit Agreement Pursuant to J2 Global, Inc. 2015 Stock Option Plan
Rule 13a-14(a) Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Rule 13a-14(a) Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Section 1350 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Section 1350 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101The following financial information from j2J2 Global, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017,March 31, 2021, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2017March 31, 2021 and December 31, 2016,2020, (ii) Condensed Consolidated Statements of IncomeOperations for the three and nine months ended September 30, 2017March 31, 2021 and 2016,2020, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017March 31, 2021 and 2016,2020, (iv) Condensed Consolidated Statements of Cash Flows for the ninethree months ended September 30, 2017March 31, 2021 and 2016,2020, (v) Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2021 and (v)2020, and (vi) the Notes to Condensed Consolidated Financial Statements.
104Cover Page Interactive Data File - the cover page from J2 Global, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 is formatted in Inline XBRL


(1)    Incorporated by reference to J2 Global’s Current Report on Form 8-K filed with the Commission on June 10, 2014.

(2)    Incorporated by reference to J2 Global’s Current Report on Form 8-K filed with the Commission on November 1, 2019.

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SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
J2 Global, Inc.
Date:May 10, 2021j2 Global, Inc.By:/s/ VIVEK SHAH
Vivek Shah
Date:November 9, 2017By:/s/ NEHEMIA ZUCKER
Nehemia Zucker
Chief Executive Officer and a Director
(Principal Executive Officer)
 
Date:May 10, 2021By:
Date:November 9, 2017By:/s/ R. SCOTT TURICCHI
R. Scott Turicchi
President and Chief Financial Officer 
(Principal Financial Officer)

Date:May 10, 2021By:
Date:November 9, 2017By:/s/ STEVE P. DUNN
Steve P. Dunn
Chief Accounting Officer 




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INDEX TO EXHIBITS




Exhibit NumberDescription
Exhibit NumberDescriptionAmended and Restated Certificate of Incorporation of J2 Global, Inc., dated as of June 10, 2014 (1)
Amendment to Amended and Restated Certificate of Incorporation of J2 Global, Inc. dated as of September 5, 2019 (2)
Third Amended and Restated By-Laws (2)
Form of Restricted Stock Unit Agreement Pursuant to J2 Global, Inc. 2015 Stock Option Plan
Form of Performance Stock Unit Agreement Pursuant to J2 Global, Inc. 2015 Stock Option Plan
Rule 13a-14(a) Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Rule 13a-14(a) Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Section 1350 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Section 1350 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
The following financial information from j2J2 Global, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017,March 31, 2021, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2017March 31, 2021 and December 31, 2016,2020, (ii) Condensed Consolidated Statements of IncomeOperations for the three and nine months ended September 30, 2017March 31, 2021 and 2016,2020, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017March 31, 2021 and 2016,2020, (iv) Condensed Consolidated Statements of Cash Flows for the ninethree months ended September 30, 2017March 31, 2021 and 2016,2020, (v) Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2021 and (v)2020, and (vi) the Notes to Condensed Consolidated Financial Statements.
104Cover Page Interactive Data File - the cover page from J2 Global, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 is formatted in Inline XBRL



(1)    Incorporated by reference to J2 Global’s Current Report on Form 8-K filed with the Commission on June 10, 2014.
(2)    Incorporated by reference to J2 Global’s Current Report on Form 8-K filed with the Commission on November 1, 2019.
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