Document and Entity Information
Document and Entity Information Document - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 06, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | J2 GLOBAL, INC. | |
Entity Central Index Key | 1,084,048 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 48,408,852 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 402,544 | $ 123,950 |
Short-term investments | 0 | 60 |
Accounts receivable, net of allowances of $8,964 and $7,988, respectively | 187,482 | 199,871 |
Prepaid expenses and other current assets | 30,663 | 24,118 |
Current assets held for sale | 9,525 | 0 |
Total current assets | 630,214 | 347,999 |
Property and equipment, net | 71,333 | 68,094 |
Trade names, net | 106,713 | 115,853 |
Patent and patent licenses, net | 11,232 | 13,928 |
Customer relationships, net | 176,041 | 208,155 |
Goodwill | 1,107,988 | 1,122,810 |
Other purchased intangibles, net | 137,088 | 173,755 |
Deferred tax assets, non-current | 2,499 | 5,289 |
Other assets | 6,364 | 6,445 |
Non-current assets held for sale | 55,214 | 0 |
Total assets | 2,304,686 | 2,062,328 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Accounts payable and accrued expenses | 134,617 | 178,071 |
Income taxes payable | 0 | 16,753 |
Deferred revenue, current | 86,782 | 80,384 |
Line of credit | 0 | 178,817 |
Other current liabilities | 15 | 64 |
Current liabilities held for sale | 4,436 | 0 |
Total current liabilities | 225,850 | 454,089 |
Long-term debt | 999,198 | 601,746 |
Deferred revenue, non-current | 51 | 1,588 |
Liability for uncertain tax positions | 48,740 | 46,537 |
Deferred income taxes, non-current | 40,915 | 40,357 |
Other long-term liabilities | 4,679 | 3,475 |
Non-current liabilities held for sale | 4,713 | 0 |
Total liabilities | 1,324,146 | 1,147,792 |
Commitments and contingencies | 0 | 0 |
Common stock, $0.01 par value. Authorized 95,000,000; total issued and outstanding 47,623,709 and 47,443,716 shares, respectively | 476 | 474 |
Additional paid-in capital | 318,710 | 308,329 |
Retained earnings | 692,387 | 660,382 |
Accumulated other comprehensive loss | (31,033) | (54,649) |
Stockholders' Equity Attributable to Parent | 980,540 | 914,536 |
Total liabilities and stockholders’ equity | 2,304,686 | 2,062,328 |
Series A Preferred Stock [Member] | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.01 par value | 0 | 0 |
Series B Preferred Stock [Member] | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.01 par value | $ 0 | $ 0 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Allowance for doubtful accounts | $ 8,964 | $ 7,988 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 95,000,000 | 95,000,000 |
Common stock, shares issued | 47,623,709 | 47,443,716 |
Common stock, shares outstanding | 47,623,709 | 47,443,716 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 6,000 | 6,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 20,000 | 20,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues: | ||||
Total revenues | $ 273,616 | $ 210,116 | $ 801,458 | $ 622,418 |
Cost of revenues (1) | 42,371 | 36,992 | 126,339 | 106,870 |
Gross profit | 231,245 | 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 expenses | 168,288 | 111,002 | 505,627 | 341,143 |
Income from operations | 62,957 | 62,122 | 169,492 | 174,405 |
Interest (income) expense, net | 25,326 | 10,436 | 51,406 | 30,971 |
Other (income) expense, net | (3,890) | (9,718) | 660 | (9,805) |
Income before income taxes | 41,521 | 61,404 | 117,426 | 153,239 |
Income tax expense | 9,163 | 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: | ||||
Basic | 47,609,819 | 47,310,011 | 47,540,593 | 47,775,798 |
Diluted | 48,521,082 | 47,494,744 | 48,745,680 | 47,997,674 |
Cash dividends paid per common share | $ 0.3850 | $ 0.3450 | $ 1.1250 | $ 1.0050 |
Allocated Share-based Compensation Expense | $ 4,563 | $ 3,699 | $ 13,740 | $ 9,947 |
Cost of Sales [Member] | ||||
Allocated Share-based Compensation Expense | 120 | 116 | 357 | 314 |
Selling and Marketing Expense [Member] | ||||
Allocated Share-based Compensation Expense | 365 | 423 | 1,265 | 1,388 |
Research and Development Expense [Member] | ||||
Allocated Share-based Compensation Expense | 296 | 235 | 815 | 663 |
General and Administrative Expense [Member] | ||||
Allocated Share-based Compensation Expense | $ 3,782 | $ 2,925 | $ 11,303 | $ 7,582 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net income | $ 32,358 | $ 45,569 | $ 89,554 | $ 109,281 |
Foreign currency translation adjustment | 7,703 | (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 | 0 | (2,249) | 0 | (2,359) |
Other comprehensive income (loss), net of tax | 7,703 | (2,577) | 23,616 | (11,925) |
Comprehensive income | $ 40,061 | $ 42,992 | $ 113,170 | $ 97,356 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Foreign currency translation adjustment | $ 0 | $ 0 | $ 0 | $ 0 |
Unrealized gain on available-for-sale investments | $ 0 | $ 1,378 | $ 0 | $ 1,440 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement Of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 89,554 | $ 109,281 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 118,597 | 88,569 |
Amortization of financing costs and discounts | 9,094 | 7,224 |
Share-based compensation | 13,740 | 9,947 |
Provision for doubtful accounts | 9,099 | 9,072 |
Deferred income taxes | 3,859 | (2,328) |
Gain (Loss) on Extinguishment of Debt | 7,962 | 0 |
Gain (Loss) on Disposition of Business | (4,715) | 0 |
Decrease (increase) in: | ||
Accounts receivable | 4,711 | (7,631) |
Prepaid expenses and other current assets | (264) | (663) |
Other assets | 134 | (7,947) |
(Decrease) increase in: | ||
Accounts payable and accrued expenses | (49,324) | (4,601) |
Income taxes payable | (26,359) | (927) |
Deferred revenue | (75) | (4,134) |
Liability for uncertain tax positions | 1,554 | 8,502 |
Other | 1,429 | (11,824) |
Net cash provided by operating activities | 178,996 | 192,540 |
Cash flows from investing activities: | ||
Maturity of available-for-sale investments | 0 | 145,005 |
Purchase of available-for-sale investments | (5) | (75,834) |
Purchases of property and equipment | (29,483) | (17,447) |
Acquisition of businesses, net of cash received | (47,268) | (91,401) |
Proceeds from Divestiture of Businesses | 33,508 | 0 |
Purchases of intangible assets | (1,320) | (2,014) |
Net cash used in investing activities | (44,568) | (41,691) |
Cash flows from financing activities: | ||
Proceeds from Issuance of Long-term Debt | 636,598 | 0 |
Repayments of Long-term Debt | (255,000) | 0 |
Proceeds from Lines of Credit | 44,981 | 0 |
Repayments of Lines of Credit | (225,000) | 0 |
Repurchases of common stock and restricted stock | (7,862) | (56,083) |
Issuance of common stock under employee stock purchase plan | 194 | 191 |
Exercise of stock options | 1,108 | 3,272 |
Dividends paid | (54,346) | (48,768) |
Deferred payments for acquisitions | (5,062) | (18,939) |
Proceeds from (Payments for) Other Financing Activities | (45) | 1,680 |
Net cash provided by (used in) financing activities | 135,566 | (118,647) |
Effect of exchange rate changes on cash and cash equivalents | 8,600 | (2,169) |
Net change in cash and cash equivalents | 278,594 | 30,033 |
Cash and cash equivalents at beginning of period | 123,950 | 255,530 |
Cash and cash equivalents at end of period | $ 402,544 | $ 285,563 |
Basis Of Presentation
Basis Of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | Basis of Presentation j2 Global, Inc., together with its subsidiaries (“j2 Global” or the “Company”), is a leading provider of Internet services. Through its Business Cloud Services Division, the Company provides cloud services to businesses of all sizes, from individuals to enterprises, and licenses its intellectual property (“IP”) to third parties. In addition, the Business Cloud Services Division includes j2 Cloud Connect, which primarily focuses on our voice and fax products. The Digital Media Division specializes in the technology, gaming, lifestyle markets and healthcare markets, reaching in-market buyers and influencers in both the consumer and business-to-business space. The accompanying interim condensed consolidated financial statements include the accounts of j2 Global and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying interim condensed consolidated financial statements are unaudited and have been prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and note disclosures required by GAAP for complete financial statements although the Company believes that the disclosures made are adequate to make that information not misleading. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been reflected in these interim financial statements. It is suggested that these financial statements be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2016 included in our Annual Report (Form 10-K) filed with the SEC on March 1, 2017. Accordingly, significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed therein. The results of operations for this interim period are not necessarily indicative of the operating results for the full year or for any future period. Use of Estimates The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, including judgments about investment classifications, and the reported amounts of net revenue and expenses during the reporting period. We believe that our most significant estimates are those related to the valuation of assets acquired and liabilities assumed in connection with business combinations, long-lived and intangible asset impairment, contingent consideration, income taxes and contingencies and allowances for doubtful accounts. On an ongoing basis, management evaluates its estimates based on historical experience and on various other factors that the Company believes to be reasonable under the circumstances. Actual results could materially differ from those estimates. Allowances for Doubtful Accounts j2 Global reserves for receivables it may not be able to collect. These reserves for the Company’s Business Cloud Services segment are typically driven by the volume of credit card declines and past due invoices and are based on historical experience as well as an evaluation of current market conditions. These reserves for the Company’s Digital Media segment are typically driven by past due invoices based on historical experience. On an ongoing basis, management evaluates the adequacy of these reserves. Revenue Recognition Business Cloud Services The Company’s Business Cloud Services revenues substantially consist of monthly recurring subscription and usage-based fees, which are primarily paid in advance. In accordance with GAAP, the Company recognizes revenue when persuasive evidence of an arrangement exists, services have been provided, the sales price is fixed and determinable and collection is probable. The Company defers the portions of monthly, quarterly, semi-annually and annually recurring subscription and usage-based fees collected in advance and recognizes them in the period earned. Additionally, the Company defers and recognizes subscriber activation fees and related direct incremental costs over a subscriber’s estimated useful life. Along with our numerous proprietary Business Cloud Services solutions, the Company also generates revenues by reselling various third party solutions, primarily through our email security and online backup lines of business. These third party solutions, along with our proprietary products, allow the Company to offer customers a variety of solutions to better meet their needs. The Company determines whether reseller revenue should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction. If the Company is acting as the principal in a transaction, the Company reports revenue on a gross basis. If the Company is acting as an agent in a transaction, the Company reports revenue on a net basis. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance for principal-agent considerations and the Company places the most weight on three factors: whether or not the Company (i) is the primary obligor in the arrangement, (ii) has latitude in determining pricing and (iii) bears credit risk. The Company records revenue on a gross basis with respect to reseller revenue as the Company is the primary obligator in the arrangement, has latitude in determining pricing and bears all credit risk associated with our reseller program partners. j2 Global’s Business Cloud Services also include patent license revenues generated under license agreements that provide for the payment of contractually determined fully paid-up or royalty-bearing license fees to j2 Global in exchange for the grant of non-exclusive, retroactive and future licenses to our intellectual property, including patented technology. Patent revenues may also consist of revenues generated from the sale of patents. Patent license revenues are recognized when earned over the term of the license agreements. With regard to fully paid-up license arrangements, the Company recognizes as revenue in the period the license agreement is executed the portion of the payment attributable to past use of the intellectual property and amortizes the remaining portion of such payments on a straight-line basis, or pro-rata revenue basis, as appropriate over the life of the licensed patent(s). With regard to royalty-bearing license arrangements, the Company recognizes revenues of license fees earned during the applicable period. With regard to patent sales, the Company recognizes as revenue in the period of the sale the amount of the purchase price over the carrying value of the patent(s) sold. The Business Cloud Services business also generates revenues by licensing certain technology to third parties. These licensing revenues are recognized when earned in accordance with the terms of the underlying agreement. Generally, revenue is recognized as the third party uses the licensed technology over the period. Digital Media The Company’s Digital Media revenues primarily consist of revenues generated from the sale of advertising campaigns that are targeted to the Company’s proprietary websites and to those websites operated by third parties that are part of the Digital Media business’s advertising network. Revenues for these advertising campaigns are recognized as earned, either when an ad is placed for viewing by a visitor to the appropriate web page or when the visitor “clicks through” on the ad, depending upon the terms with the individual advertiser. Revenues for Digital Media business-to-business operations consist of lead-generation campaigns for IT vendors and are recognized as earned when the Company delivers the qualified leads to the customer. j2 Global also generates Digital Media revenues through the license of certain assets to clients, for the clients’ use in their own promotional materials or otherwise. Such assets may include logos, editorial reviews, or other copyrighted material. Revenues under such license agreements are recognized when the assets are delivered to the client. Also, Digital Media revenues are generated through the license of certain speed testing technology which is recognized when delivered to the client through providing data services primarily to Internet Service Providers (“ISPs”) and wireless carriers which is recognized as earned over the term of the access period. The Digital Media business also generates other types of revenues, including business listing fees, subscriptions to online publications, and from other sources. Such other revenues are recognized as earned. The Company determines whether Digital Media revenue should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction. If the Company is acting as the principal in a transaction, the Company reports revenue on a gross basis. If the Company is acting as an agent in a transaction, the Company reports revenue on a net basis. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance for principal-agent considerations and the Company places the most weight on three factors: whether or not the Company (i) is the primary obligor in the arrangement, (ii) has latitude in determining pricing and (iii) bears credit risk. The Company records revenue on a gross basis with respect to revenue generated (i) by the Company serving online display and video advertising across its owned-and-operated web properties, on third party sites or on unaffiliated advertising networks, (ii) through the Company’s lead-generation business and (iii) through the Company’s Digital Media licensing program. The Company records revenue on a net basis with respect to revenue paid to the Company by certain third-party advertising networks who serve online display and video advertising across the Company’s owned-and-operated web properties and certain third party sites. Fair Value Measurements j2 Global complies with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic No. 820, Fair Value Measurements and Disclosures (“ASC 820”), in measuring fair value and in disclosing fair value measurements. ASC 820 provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities. As of 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 value of the Company’s outstanding debt was determined using the quoted market prices of debt instruments with similar terms and maturities, if available. As of the same dates, the carrying value of other long-term liabilities approximated fair value as the related interest rates approximate rates currently available to j2 Global. Property and Equipment Property and equipment are stated at cost. Equipment under capital leases is stated at the present value of the minimum lease payments. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of property and equipment range from 1 to 10 years. Fixtures, which are comprised primarily of leasehold improvements and equipment under capital leases, are amortized on a straight-line basis over their estimated useful lives or for leasehold improvements, the related lease term, if less. The Company has capitalized certain internal use software and website development costs which are included in property and equipment. The estimated useful life of costs capitalized is evaluated for each specific project and ranges from 1 to 5 years. Debt Issuance Costs and Debt Discount j2 Global capitalizes costs incurred with borrowing and issuance of debt securities and records debt issuance costs and discounts as a reduction to the debt amount. These costs and discounts are amortized and included in interest expense over the life of the borrowing or term of the credit facility using the effective interest method. Contingent Consideration j2 Global measures the contingent earn-out liabilities in connection with acquisitions at fair value on a recurring basis using significant unobservable inputs classified within Level 3 of the fair value hierarchy (see Note 6 - Fair Value Measurements). The Company may use various valuation techniques depending on the terms and conditions of the contingent consideration including a Monte-Carlo simulation. This simulation uses a probability distribution for each significant input to produce hundreds or thousands of possible outcomes and the results are analyzed to determine probabilities of different outcomes occurring. Significant increases or decreases to these inputs in isolation would result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and the amount paid will be recorded in earnings. The amount paid that is less than or equal to the liability on the acquisition date is reflected as cash used in financing activities in our consolidated statements of cash flows. Any amount paid in excess of the liability on the acquisition date is reflected as cash used in operating activities. j2 Global reviews and re-assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could be materially different from the initial estimates or prior quarterly amounts. Changes in the estimated fair value of our contingent earn-out liabilities are reported in operating income, except for the time component of the present value calculation which is reported in interest expense. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in operating income. Segment Reporting Accounting guidance establishes standards for the way that public business enterprises report information about operating segments in their annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. Accounting guidance also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company operates as two segments: (1) Business Cloud Services and (2) Digital Media. Reclassifications Certain prior year reported amounts have been reclassified to conform to the 2017 presentation. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, as a new Topic, Accounting Standards Codification (“ASC”) Topic 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, which deferred the effective date of the new revenue standard for periods beginning after December 15, 2016 to December 15, 2017, with early adoption permitted but not earlier than the original effective date. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606). This ASU is related to reporting revenue gross versus net, or principal versus agent considerations. This ASU is meant to clarify the guidance in ASU 2014-09, Revenue from Contracts with Customers, as it pertains to principal versus agent considerations. Specifically, the guidance addresses how entities should identify goods and services being provided to a customer, the unit of account for a principal versus agent assessment, how to evaluate whether a good or service is controlled before being transferred to a customer, and how to assess whether an entity controls services performed by another party. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. This ASU is meant to clarify the guidance in FASB ASU 2014-09, Revenue from Contracts with Customers. Specifically, the guidance addresses an entity’s identification of its performance obligations in a contract, as well as an entity’s evaluation of the nature of its promise to grant a license of intellectual property and whether or not that revenue is recognized over time or at a point in time. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. This ASU does not change the core principle of the guidance in Topic 606. Instead, the amendments provide clarifying guidance in a few narrow areas and add some practical expedients. In December 2016, the FASB issued 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The amendments in this ASU represent changes to clarify the Codification or to correct unintended application of guidance. This ASU must be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company plans to adopt ASC 606 in the first quarter of 2018 using the modified retrospective method and will present the cumulative 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) finalizing 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. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this ASU modify how entities measure equity investments and present changes in the fair value of financial liabilities. Under the new guidance, entities will have to measure equity investments that do not result in consolidation and are not accounted under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicality exception. A practicality exception will apply to those equity investments that do not have a readily determinable fair value and do not qualify for the practical expedient to estimate fair value under ASC 820, Fair Value Measurements, and as such these investments may be measured at cost. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company does not expect the adoption of this ASU to have a material impact on our financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases. This ASU establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of this ASU on our financial statements. The Company currently has both capital and operating leases, both domestically and internationally, with varying expiration dates through 2025 in the aggregate amount of $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 our financial statements and related disclosures. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory. The amendments in this ASU reduce the complexity in the accounting standards by allowing the recognition of current and deferred income taxes for an intra-entity asset transfer, other than inventory, when the transfer occurs. Historically, the income tax consequence was not recognized until the asset was sold to an outside party. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company 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 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this ASU provide a robust framework to use in determining when a set of assets and activities is a business. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted and the standard should be applied prospectively. The Company does not expect the adoption of this ASU to have a material impact on our financial statements and related disclosures. In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this ASU simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test and eliminating the requirement for a reporting unit with a zero or negative carrying amount to perform a qualitative assessment. Instead, under this pronouncement, an entity would perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and would recognize an impairment change for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized is not to exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects will be considered, if applicable. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted and should be adopted on a prospective basis. The Company does not expect the adoption of this ASU to have a material impact on our financial statements and related disclosures. In February 2017, the FASB issued 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. This ASU provides guidance which clarifies the scope and accounting for financial assets that meet the definition of an “in-substance nonfinancial asset” and defines the term, “in-substance nonfinancial asset.” In addition, this ASU also adds guidance for partial sales of nonfinancial assets. This ASU is effective for fiscal years beginning after December 15, 2017 and interim periods within those years. Early adoption is permitted and should be adopted retrospectively for all periods presented or retrospectively with a cumulative-effect adjustment at the date of adoption. The Company does not expect the adoption of this ASU to have a material impact on our financial statements and related disclosures. In March 2017, the FASB issued 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in this ASU shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. This ASU is effective for those fiscal years, beginning after December 15, 2018. Early adoption is permitted and should be adopted on a modified retrospective bases through a cumulative-effect directly to retained earnings as of the beginning of the period of adoption. The Company does not expect the adoption of this ASU to have a material impact on our financial statements and related disclosures. In May 2017, the FASB issued 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. The amendments in this ASU provide guidance about which changes to the terms or conditions of share-based payment award require an entity to apply modification accounting in Topic 718. Specifically, an entity should account for the effects of a modification unless all the following are met: (1) The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification; (2) The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (3) The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. This ASU is effective for those fiscal years, beginning after December 15, 2017. Early adoption is permitted and should be adopted on a prospective basis. The Company does not expect the adoption of this ASU to have a material impact on our financial statements and related disclosures. |
Business Acquisition
Business Acquisition | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Acquisition | Business Acquisitions The Company uses acquisitions as a strategy to grow its customer base by increasing its presence in new and existing markets, expand and diversify its service offerings, enhance its technology, acquire skilled personnel and enter into other jurisdictions. The Company completed the following acquisitions during the first nine months of fiscal 2017, paying the purchase price in cash in each transaction: (a) an asset purchase of sFax, acquired on March 31, 2017, an Austin-based provider of mobile cloud faxing for health care; (b) a share purchase of the entire issued capital of WeCloud AB, acquired on June 12, 2017, a Swedish-based provider of cloud-based Internet security services; (c) an asset purchase of MyPhoneFax.com, acquired on June 30, 2017, a provider of online fax services; (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. The condensed consolidated statement of income, since the date of each acquisition, and balance sheet as of September 30, 2017 , reflect the results of operations of all 2017 acquisitions. For the nine months ended September 30, 2017 , these acquisitions contributed $9.4 million to the Company’s revenues. Net income contributed by these acquisitions was not separately identifiable due to j2 Global’s integration activities and is impracticable to provide. Total consideration for these transactions was $58.4 million , net of cash acquired and assumed liabilities and is subject to certain post-closing adjustments which may increase or decrease the final consideration paid. The following table summarizes the allocation of the purchase consideration for these acquisitions (in thousands): Assets and Liabilities Valuation Accounts receivable $ 831 Property and equipment 451 Trade names 1,543 Customer relationships 25,627 Other intangibles 4,659 Goodwill 31,253 Accounts payable and accrued expenses (1,475 ) Deferred revenue (4,527 ) Total $ 58,362 During the nine months ended September 30, 2017 , the purchase price accounting has been finalized for the following acquisitions: (i) Fonebox; and (ii) other immaterial fax, online data backup, email security and email marketing businesses. The initial accounting for all other 2017 acquisitions is incomplete and subject to change, which may be significant. j2 Global has recorded provisional amounts which may be based upon past acquisitions with similar attributes for certain intangible assets (including trade names, software and customer relationships), preliminary acquisition date working capital and related tax items. During the nine months ended September 30, 2017 , the Company recorded adjustments to prior period acquisitions due to the finalization of purchase accounting in the Business Cloud Services segment which resulted in a net decrease in goodwill of $(0.8) million . In addition, the Company recorded adjustments to the initial working capital related to prior period acquisitions in the Digital Media segment, which resulted in a net decrease in goodwill of $(1.5) million . Such adjustments had an immaterial impact to the amortization expense within the condensed consolidated statement of income for the nine months ended September 30, 2017 . Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and represents intangible assets that do not qualify for separate recognition. Goodwill recognized associated with these acquisitions during the nine months ended September 30, 2017 is $31.3 million , of which $23.6 million is expected to be deductible for income tax purposes. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2017 | |
Investments [Abstract] | |
Investments | Investments Short-term investments consist of certificates of deposits, which are stated at fair market value. |
Assets Held For Sale Assets Hel
Assets Held For Sale Assets Held For Sale | 9 Months Ended |
Sep. 30, 2017 | |
Assets held for sale [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Assets Held for Sale The Company classifies assets held for sale when management approves and commits to a formal plan of sale with the expectation the sale will be completed within one year. The net assets of the business held for sale are then recorded at the lower of their current carrying value or the fair market value, less costs to sell. During the third quarter 2017, the Company committed to a plan to sell Tea Leaves Health, LLC (“Tea Leaves”), a subsidiary within the Digital Media segment, as it was determined to be a non-core asset. This determination resulted in a reclassification of assets held for sale on the condensed consolidated balance sheet with a net carrying value of $55.6 million as of September 30, 2017. The following table presents information related to the assets and liabilities that were classified as held for sale in our condensed consolidated balance sheets (in thousands): 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. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Fair Value Measurements j2 Global complies with the provisions of ASC 820, which defines fair value, provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities. ASC 820 clarifies that the fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: l Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. l Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. l Level 3 – Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s money market funds are classified within Level 1. The Company values these Level 1 investments using quoted market prices. The Company’s certificates of deposit are classified within Level 2. The Company values these Level 2 investments based on quoted market prices or model-driven valuations using significant inputs derived from or corroborated by observable market data. The fair value of the Convertible Notes (see Note 8 - Long-Term Debt) is determined using recent quoted market prices or dealer quotes for such securities, which are Level 1 inputs. The fair value of our senior notes (8.0% senior unsecured notes at December 31, 2016 and 6.0% senior unsecured notes at 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 value of the contingent consideration liability was determined using option based approaches. This methodology was utilized because the distribution of payments is not symmetric and amounts are only payable upon certain earnings before interest, tax, depreciation and amortization (“EBITDA”) thresholds being reached. Such valuation approach included the Monte-Carlo simulation for the contingency since the financial metric driving the payments is path dependent. Significant increases or decreases in either of the inputs noted above in isolation would result in a significantly lower or higher fair value of measurement. The following tables present the fair values of the Company’s financial assets or liabilities that are measured at fair value on a recurring basis (in thousands): September 30, 2017 Level 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, 2016 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market and other funds $ 7,737 $ — $ — $ 7,737 Certificates of deposit — 60 — 60 Total assets measured at fair value $ 7,737 $ 60 $ — $ 7,797 Liabilities: Contingent consideration $ — $ — $ 17,450 $ 17,450 Contingent interest derivative — 958 — 958 Total liabilities measured at fair value $ — $ 958 $ 17,450 $ 18,408 At the end of each reporting period, management reviews the inputs to the fair value measurements of financial and non-financial assets and liabilities to determine when transfers between levels are deemed to have occurred. For the 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 that are measured at fair value on a recurring basis (in thousands): Level 3 Affected line item in the Statement of Income Balance as of January 1, 2017 $ 17,450 Contingent consideration — Total fair value adjustments reported in earnings (600 ) General and administrative Contingent consideration payments (16,850 ) Not applicable Balance as of September 30, 2017 $ — In connection with the acquisition of Salesify, on September 17, 2015, contingent consideration of up to an aggregate of $17.0 million may be payable upon achieving certain future income thresholds and had a fair value of zero and $0.6 million at September 30, 2017 and December 31, 2016 , respectively. During the nine months ended September 30, 2017 , the Company recorded a decrease in the fair value of the contingent consideration of $0.6 million and reported such decrease in general and administrative expenses. The following table presents a reconciliation of the Company’s derivative instruments (in thousands): Amount Affected line item in the Statement of Income Derivative Liabilities: Level 2: Balance as of January 1, 2017 $ 958 Total fair value adjustments reported in earnings — Balance as of 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. |
Goodwill And Intangible Assets
Goodwill And Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. 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 nine months ended September 30, 2017 are as follows (in thousands): Business Cloud Services Digital Media Consolidated Balance as of January 1, 2017 $ 559,152 $ 563,658 $ 1,122,810 Goodwill acquired (Note 3) 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 translation 13,811 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, in a cash transaction, the Company sold Cambridge which resulted in $17.8 million of goodwill being written off in connection with this sale (see Note 5 - Assets Held for Sale). (3) On September 1, 2017, in a cash transaction, the Company sold Web24 which resulted in $3.6 million of goodwill being written off in connection with this sale (see Note 5 - Assets Held for Sale). (4) Purchase accounting adjustments relate to adjustments to goodwill in connection with prior year business acquisitions (see Note 3 - Business Acquisitions). Intangible Assets with Indefinite Lives: Intangible assets are summarized as of September 30, 2017 and December 31, 2016 as follows (in thousands): September 30, December 31, Trade name $ 27,379 $ 27,379 Other 5,432 5,432 Total $ 32,811 $ 32,811 Intangible Assets Subject to Amortization: As of September 30, 2017 , intangible assets subject to amortization relate primarily to the following (in thousands): Weighted-Average Amortization Period Historical Cost Accumulated Amortization Net Trade names 11.5 years $ 127,525 $ 48,191 $ 79,334 Patent and patent licenses 6.6 years 66,829 55,597 11,232 Customer relationships (1) 9.4 years 414,996 236,186 178,810 Other purchased intangibles 5.2 years 196,157 56,411 139,746 Total $ 805,507 $ 396,385 $ 409,122 (1) Historically, the Company has amortized its customer relationship assets in a pattern that best reflects the pace in which the asset’s benefits are consumed. This pattern results in a substantial majority of the amortization expense being recognized in the first 4 to 5 years, despite the overall life of the asset. As of December 31, 2016 , intangible assets subject to amortization relate primarily to the following (in thousands): Weighted-Average Amortization Period Historical Cost Accumulated Amortization Net Trade names 11.5 years $ 127,342 $ 38,868 $ 88,474 Patent and patent licenses 6.6 years 65,605 51,677 13,928 Customer relationships (1) 9.6 years 390,930 182,775 208,155 Other purchased intangibles 6.0 years 195,913 27,590 168,323 Total $ 779,790 $ 300,910 $ 478,880 (1) Historically, the Company has amortized its customer relationship assets in a pattern that best reflects the pace in which the asset’s benefits are consumed. This pattern results in a substantial majority of the amortization expense being recognized in the first 4 to 5 years, despite the overall life of the asset. Amortization expense, included in general and administrative expense, approximated $31.7 million and $23.7 million for the three month period ended September 30, 2017 and 2016 , respectively, and $94.3 million and $69.6 million for the nine month period ended September 30, 2017 and 2016, respectively. Amortization expense is estimated to approximate $174.8 million , $97.4 million , $53.3 million , $36.9 million and $29.7 million for fiscal years 2017 through 2021 , respectively, and $111.3 million thereafter through the duration of the amortization period. |
Long Term Debt
Long Term Debt | 9 Months Ended |
Sep. 30, 2017 | |
Long-term Debt, Unclassified [Abstract] | |
Debt Disclosure [Text Block] | Long-Term Debt 6.0% Senior Notes On June 27, 2017 , j2 Cloud Services, LLC (“j2 Cloud”) and j2 Cloud Co-Obligor (the “Co-Issuer” and together with j2 Cloud, the “Issuers”), wholly-owned subsidiaries of the Company, completed the issuance and sale of $650 million aggregate principal amount of their 6.0% senior notes due in 2025 (the “6.0% Senior Notes”) in a private placement offering exempt from the registration requirements of the Securities Act of 1933. j2 Cloud received proceeds of $636.2 million , after deducting the initial purchasers’ discounts, commissions and offering expenses and is presented as Long-term debt, net of deferred issuance costs, on the condensed consolidated balance sheets as of September 30, 2017 . The proceeds were used to redeem all of j2 Cloud’s 8.0% notes due in 2020, and to distribute sufficient net proceeds to j2 Global to pay off all amounts outstanding under its existing credit facility, with the remaining net proceeds to be used for general corporate purposes, including acquisitions. The 6.0% Senior Notes bear interest at a rate of 6.0% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2018. The 6.0% Senior Notes mature on July 15, 2025 , and are senior unsecured obligations of the Issuers and are guaranteed on an unsecured basis by certain subsidiaries of j2 Cloud (as defined in the Indenture agreement dated June 27, 2017, the “Indenture”). If j2 Cloud or any of its restricted subsidiaries acquires or creates a domestic restricted subsidiary, other than an insignificant subsidiary (as defined in the Indenture), after the issue date, or any insignificant subsidiary ceases to fit within the definition of insignificant subsidiary, such restricted subsidiary is required to unconditionally guarantee, jointly and severally, on an unsecured basis, the Issuers’ obligations under the 6.0% Senior Notes. The Issuers may redeem some or all of the 6.0% Senior Notes at any time on or after July 15, 2020 at specified redemption prices plus accrued and unpaid interest, if any, to, but excluding the redemption date. Before July 15, 2020, in connection with certain equity offerings, the Issuers also may redeem up to 35% of the 6.0% Senior Notes at a price equal to 106.000% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding the redemption date. In addition, at any time prior to July 15, 2020, the Issuers may redeem some or all of the 6.0% Senior Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus an applicable “make-whole” premium. The indenture governing the 6.0% Senior Notes contains certain restrictive and other covenants applicable to j2 Cloud and subsidiaries designated as restricted subsidiaries including, but not limited to, (i) pay dividends or make distributions on j2 Cloud’s capital stock or repurchase j2 Cloud’s capital stock; (ii) make certain restricted payments; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants include certain exceptions. Violation of these covenants could result in a default which could result in the acceleration of outstanding amounts if such default is not cured or waived within the time periods outlined in the indenture. Restricted payments, specifically dividend payments, are applicable only if j2 Cloud and subsidiaries designated as restricted subsidiaries has a leverage ratio of greater than 3.0 to 1.0. In addition, if such leverage ratio is in excess of 3.0 to 1.0, restricted payments are permitted up to $75 million. These contractual provisions did not, as of September 30, 2017 , restrict j2 Cloud’s ability to pay dividends to j2 Global, Inc. The company is in compliance with its debt covenants as of September 30, 2017. As of September 30, 2017 , the estimated fair value of the 6.0% Senior Notes was approximately $680.1 million and was based on the quoted market prices of debt instruments with similar terms, credit rating and maturities of the 6.0% Senior Notes which are Level 2 inputs (see Note 6 - Fair Value Measurements). 8.0% Senior Notes On 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 , j2 Global issued $402.5 million aggregate principal amount of 3.25% convertible senior notes due June 15, 2029 (the “Convertible Notes”). The Convertible Notes bear interest at a rate of 3.25% per annum, payable semiannually in arrears on June 15 and December 15 of each year. Beginning with the six-month interest period commencing on June 15, 2021, the Company must pay contingent interest on the Convertible Notes during any six-month interest period if the trading price per $1,000 principal amount of the Convertible Notes for each of the five trading days immediately preceding the first day of such interest period equals or exceeds $1,300. Any contingent interest payable on the Convertible Notes will be in addition to the regular interest payable on the Convertible Notes. Holders may surrender their Convertible Notes for conversion at any time prior to the close of business on the business day immediately preceding the maturity date only if one or more of the following conditions is satisfied: (i) during any calendar quarter commencing after the calendar quarter ending on September 30, 2014 (and only during such calendar quarter), if the closing sale price of j2 Global common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs is more than 130% of the applicable conversion price of the Convertible Notes on each such trading day; (ii) during the five consecutive business day period following any ten consecutive trading day period in which the trading price for the Convertible Notes for each such trading day was less than 98% of the product of (a) the closing sale price of j2 Global common stock on each such trading day and (b) the applicable conversion rate on each such trading day; (iii) if j2 Global calls any or all of the Convertible Notes for redemption, at any time prior to the close of business on the business day prior to the redemption date; (iv) upon the occurrence of specified corporate events; or (v) during either the period beginning on, and including, March 15, 2021 and ending on, but excluding, June 20, 2021 or the period beginning on, and including, March 15, 2029 and ending on, but excluding, the maturity date. j2 Global will settle conversions of Convertible Notes by paying or delivering, as the case may be, cash, shares of j2 Global common stock or a combination thereof at j2 Global’s election. The Company currently intends to satisfy its conversion obligation by paying and delivering a combination of cash and shares of the Company’s common stock, where cash will be used to settle each $1,000 of principal and the remainder, if any, will be settled via the Company’s common stock. For the three months ended September 30, 2017 , the conversion rate is 14.5645 shares of j2 Global common stock for each $1,000 principal amount of Convertible Notes, which represents a conversion price of approximately $68.66 per share of j2 Global common stock. The conversion rate is subject to adjustment for certain events as set forth in the indenture governing the Convertible Notes, but will not be adjusted for accrued interest. In addition, following certain corporate events that occur on or prior to June 20, 2021, j2 Global will increase the conversion rate for a holder that elects to convert its Convertible Notes in connection with such a corporate event. j2 Global may not redeem the Convertible Notes prior to June 20, 2021. On or after June 20, 2021, j2 Global may redeem for cash all or part of the Convertible Notes at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Convertible Notes. Holders have the right to require j2 Global to repurchase for cash all or part of their Convertible Notes on each of June 15, 2021 and June 15, 2024 at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant repurchase date. In addition, if a fundamental change, as defined in the indenture governing the Convertible Notes, occurs prior to the maturity date, holders may require j2 Global to repurchase for cash all or part of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Convertible Notes are the Company’s general senior unsecured obligations and rank: (i) senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated in right of payment to the Convertible Notes; (ii) equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated; (iii) effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries. Accounting for the Convertible Notes In accordance with ASC 470-20, Debt with Conversion and Other Options, convertible debt that can be settled for cash is required to be separated into the liability and equity component at issuance, with each component assigned a value. The value assigned to the liability component is the estimated fair value, as of the issuance date, of similar debt without the conversion feature. The difference between the cash proceeds and estimated fair value of the liability component, representing the value of the conversion premium assigned to the equity component, is recorded as a debt discount on the issuance date. This debt discount is amortized to interest expense using the effective interest method over the period from the issuance date through the first stated repurchase date on June 15, 2021. j2 Global estimated the borrowing rates of similar debt without the conversion feature at origination to be 5.79% for the Convertible Notes and determined the debt discount to be $59.0 million . As a result, a conversion premium after tax of $37.7 million was recorded in additional paid-in capital. The aggregate debt discount is amortized as interest expense over the period from the issuance date through the first stated repurchase date on June 15, 2021, which management believes is the expected life of the Convertible Notes using an interest rate of 5.81% . As of September 30, 2017 , the remaining period over which the unamortized debt discount will be amortized is 3.7 years . The Convertible Notes are carried at face value less any unamortized debt discount and debt issuance costs. The fair value of the Convertible Notes at each balance sheet date is determined based on recent quoted market prices or dealer quotes for the Convertible Notes, which are Level 1 inputs (see Note 6 - Fair Value Measurements). If such information is not available, the fair value is determined using cash-flow models of the scheduled payments discounted at market interest rates for comparable debt without the conversion feature. As of September 30, 2017 and December 31, 2016 , the estimated fair value of the Convertible Notes was approximately $498.6 million and $516.8 million , respectively. Long-term debt as of September 30, 2017 and December 31, 2016 consists of the following (in thousands): September 30, 2017 December 31, 2016 Senior Notes: 6.0% Senior Notes $ 638,958 $ — 8.0% Senior Notes — 247,359 3.25% Convertible Notes 368,224 362,144 Less: Deferred issuance costs (7,984 ) (7,757 ) Total debt 999,198 601,746 Less: current portion — — Total long-term debt, less current portion $ 999,198 $ 601,746 |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | Commitments and Contingencies Litigation From time-to-time, j2 Global and its affiliates are involved in litigation and other legal disputes or regulatory inquiries that arise in the ordinary course of business. Any claims or regulatory actions against j2 Global and its affiliates, whether meritorious or not, could be time consuming and costly, and could divert significant operational resources. The outcomes of such matters are subject to inherent uncertainties, carrying the potential for unfavorable rulings that could include monetary damages and injunctive relief. On February 17, 2011, Emmanuel Pantelakis (“Pantelakis”) filed suit against a j2 Global affiliate in the Ontario Superior Court of Justice (No. 11-50673), alleging that the j2 Global affiliate breached a contract relating to Pantelakis’s use of the Campaigner ® service. The j2 Global affiliate filed a responsive pleading on March 23, 2011 and responses to undertakings on July 16, 2012. On November 6, 2012, Pantelakis filed a second amended statement of claim, reframing his lawsuit as a negligence action. The j2 Global affiliate filed an amended statement of defense on April 8, 2013. Discovery has closed. On January 17, 2013, the Commissioner of the Massachusetts Department of Revenue (“Commissioner”) issued a notice of assessment to a j2 Global affiliate for sales and use tax for the period of July 1, 2003 through December 31, 2011. On July 22, 2014, the Commissioner denied the j2 Global affiliate’s application for abatement. On September 18, 2014, the j2 Global affiliate petitioned the Massachusetts Appellate Tax Board for abatement of the tax asserted in the notice of assessment (No. C325426). A trial was held on December 16, 2015. On May 18, 2017, the Appellate Board decided in favor of the Commonwealth of Massachusetts. The j2 Global affiliate has requested the findings of fact and conclusions of law from the Appellate Board. On October 16, 2013, a j2 Global affiliate entered an appearance as a plaintiff in a multi-district litigation pending in the Northern District of Illinois (No. 1:12-cv-06286). In this litigation, Unified Messaging Solutions, LLC (“UMS”), a company with rights to assert certain patents owned by the j2 Global affiliate, has asserted five j2 Global patents against a number of defendants. While claims against some defendants have been settled, other defendants have filed counterclaims for, among other things, non-infringement, unenforceability, and invalidity of the patents-in-suit. On December 20, 2013, the Northern District of Illinois issued a claim construction opinion and, on June 13, 2014, entered a final judgment of non-infringement for the remaining defendants based on that claim construction. UMS and the j2 Global affiliate filed a notice of appeal to the Federal Circuit on June 27, 2014 (No. 14-1611). The appeal is pending. On January 21, 2016, Davis Neurology, P.A. filed a putative class action against two j2 Global affiliates in the Circuit Court for the County of Pope, State of Arkansas (58-cv-2016-40), alleging violations of the TCPA. The case was ultimately removed to the U.S. District Court for the Eastern District of Arkansas (the “Eastern District of Arkansas”) (No. 4:16-cv-00682). On June 6, 2016, the j2 Global affiliates filed a motion for judgment on the pleadings. On March 20, 2017, the Eastern District of Arkansas dismissed all claims against the j2 Global affiliates. On April 17, 2017, Davis Neurology filed a notice of appeal to the Federal Circuit (No. 17-1820). The appeal is pending. j2 Global does not believe, based on current knowledge, that the foregoing legal proceedings or claims, after giving effect to existing reserves, are likely to have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. However, depending on the amount and timing, an unfavorable resolution of some or all of these matters could have a material effect on j2 Global’s consolidated financial position, results of operations, or cash flows in a particular period. The Company has not accrued for any material loss contingencies relating to these legal proceedings because materially unfavorable outcomes are not considered probable by management. Non-Income Related Taxes As a provider of cloud services for business, the Company does not provide telecommunications services. Thus, it believes that its business and its users (by using the Company’s services) are generally not subject to various telecommunication taxes. Moreover, the Company generally does not believe that its business and its users (by using the Company’s services) are subject to other indirect taxes, such as sales, business tax and gross receipt tax. However, several state and municipal taxing authorities have challenged these beliefs and have and may continue to audit and assess the Company’s business and operations with respect to telecommunications and other indirect taxes. On February 24, 2016, President Obama signed into law H.R. 644, the “Trade Facilitation and Trade Enforcement Act of 2015”, which included a provision to permanently ban state and local authorities from imposing access or discriminatory taxes on the Internet. The new law allows “grandfathered” states and local authorities to continue their existing taxes on Internet access through June 2020. The Company is currently under audit for indirect taxes in several states and municipalities including New York State, Massachusetts, and the City of Los Angeles. On March 3, 2017, the New York State Department of Taxation and Finance issued a notice of assessment to a j2 Global affiliate for sales and use tax for the period of March 1, 2009 through February 28, 2014. The j2 Global affiliate 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 taxes that may result from examinations by or any negotiated agreements with these tax authorities and we believe that the final outcome of these examinations or agreements will not have a material effect on our results of operations. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities would result in the recognition of benefits in the period we determine the liabilities are no longer necessary. If our estimated indirect tax liabilities are less than the ultimate assessment, it would result in a further charge to expense. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate. 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% and 25.8% for the three months ended September 30, 2017 and 2016 , respectively and 23.7% and 28.7% for the nine months ended September 30, 2017 and 2016 , respectively. j2 Global does not provide for U.S. income taxes on the undistributed earnings of the Company’s foreign operations because the Company intends to permanently reinvest such earnings in foreign jurisdictions and any determination of the amount of unrecognized deferred tax liability related to these earnings is not practicable. Income before income taxes included income from domestic operations of $13.7 million and $57.2 million for the nine months ended September 30, 2017 and 2016 , respectively, and income from foreign operations of $103.7 million and $96.0 million for the nine months ended September 30, 2017 and 2016 , respectively. As of September 30, 2017 and December 31, 2016 , the Company had $48.7 million and $46.5 million , respectively, in liabilities for uncertain income tax positions. Accrued interest and penalties related to unrecognized tax benefits are recognized in income tax expense on the Company’s consolidated statement of income. Cash paid for income taxes net of refunds received was $46.6 million and $40.4 million for the nine months ended September 30, 2017 and 2016 , respectively. Certain taxes are prepaid during the year and, where appropriate, included within prepaid expenses and other current assets on the consolidated balance sheet. The Company’s prepaid taxes were $9.2 million and zero at September 30, 2017 and December 31, 2016 , respectively. Income Tax Audits : The Company is under income tax audit by the U.S. Internal Revenue Service (“IRS”) for its 2012 through 2014 tax years. Additionally, the Company was notified on March 22, 2017 that the IRS will be auditing Everyday Health’s (“EVDY”) 2014 tax year. EVDY is a subsidiary in the Digital Media segment. j 2 Global is under income tax audit by the California Franchise Tax Board (the “FTB”) for its tax years 2012 and 2013. The FTB, however, has agreed to suspend its audit for 2012 and 2013 pending the outcome of the IRS audit for such tax years. The Company is under income tax audit by the New York State Department of Taxation and Finance (“NYS”) for tax years 2011 through 2013. On March 16, 2017, the Company was notified that NYS would be auditing its 2014 tax year. 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. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock Repurchase Program In February 2012, the Company’s Board of Directors approved a program authorizing the repurchase of up to five million shares of our common stock through February 20, 2013 (the “2012 Program”) which was subsequently extended through February 19, 2018. In July 2016, the Company acquired and subsequently retired 935,231 shares of j2 Global common stock in connection with the acquisition of Integrated Global Concepts, Inc. As a result of the purchase of j2 Global common stock, the Company’s Board of Directors approved a reduction in the number of shares available for purchase under the 2012 Program by the same amount leaving 1,938,689 shares of j2 Global common stock available for purchase under this program. During the nine month period ended September 30, 2017 , we repurchased zero shares under this program. Cumulatively at September 30, 2017 , 2.1 million shares were repurchased at an aggregate cost of $58.6 million (including an immaterial amount of commission fees). Periodically, participants in j2 Global’s stock plans surrender to the Company shares of j2 Global stock to pay the exercise price or to satisfy tax withholding obligations arising upon the exercise of stock options or the vesting of restricted stock. During the three month period ended September 30, 2017 , the Company purchased 14,178 shares from plan participants for this purpose. Dividends The following is a summary of each dividend declared during fiscal year 2017 and 2016 : Declaration Date Dividend per Common Share Record Date Payment Date February 10, 2016 $ 0.3250 February 23, 2016 March 10, 2016 May 5, 2016 $ 0.3350 May 18, 2016 June 2, 2016 August 2, 2016 $ 0.3450 August 17, 2016 September 1, 2016 November 1, 2016 $ 0.3550 November 18, 2016 December 5, 2016 February 9, 2017 $ 0.3650 February 22, 2017 March 9, 2017 May 4, 2017 $ 0.3750 May 19, 2017 June 2, 2017 August 2, 2017 $ 0.3850 August 14, 2017 September 1, 2017 Future dividends are subject to Board approval. |
Stock Options And Employee Stoc
Stock Options And Employee Stock Purchase Plan | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options And Employee Stock Purchase Plan | Stock Options and Employee Stock Purchase Plan j2 Global’s share-based compensation plans include the 2007 Stock Plan (the “2007 Plan”), 2015 Stock Option Plan (the “2015 Plan”) and 2001 Employee Stock Purchase Plan (the “Purchase Plan”). Each plan is described below. The 2007 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units and other share-based awards. 4,500,000 shares of j2 Global common stock are authorized to be used for 2007 Plan purposes. Options under the 2007 Plan may be granted at exercise prices determined by the Board of Directors, provided that the exercise prices shall not be less than the fair market value of j2 Global’s common stock on the date of grant for incentive stock options and not less than 85% of the fair market value of j2 Global’s common stock on the date of grant for non-statutory stock options. As of 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. 4,200,000 shares of j2 Global common stock are authorized to be used for 2015 Plan purposes. Options under the 2015 Plan may be granted at exercise prices determined by the Board of Directors, provided that the exercise prices shall not be less than the higher of the par value or 100% of the fair market value of j2 Global’s common stock subject to the option on the date the option is granted. As of September 30, 2017 , 62,000 shares underlying options and 29,660 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 nine months ended September 30, 2017 : Number of Shares Weighted- Weighted-Average Aggregate Outstanding at January 1, 2017 413,858 $ 31.09 Granted — — Exercised (38,183 ) 29.03 Canceled — — Outstanding at September 30, 2017 375,675 $ 31.30 3.3 $ 15,997,701 Exercisable at September 30, 2017 338,475 $ 27.33 2.9 $ 15,754,785 Vested and expected to vest at September 30, 2017 367,885 $ 30.53 3.3 $ 15,946,834 The total intrinsic values of options exercised during the nine months ended September 30, 2017 and 2016 were $2.1 million and $5.1 million , respectively. The Company recognized $40,000 and $0.1 million of compensation expense related to stock options for the three months ended September 30, 2017 and 2016, respectively, and $0.1 million and $0.3 million for the nine months ended September 30, 2017 and 2016, respectively. As of September 30, 2017 and December 31, 2016 , unrecognized stock compensation related to non-vested stock options granted under each of the share-based compensation plans approximated $0.5 million and $0.7 million , respectively. Unrecognized stock compensation expense related to non-vested stock options granted under these plans is expected to be recognized ratably over a weighted-average period of 2.6 years (i.e., the remaining requisite service period). Fair Value Disclosure j2 Global uses the Black-Scholes option pricing model to calculate the fair value of each option grant. The expected volatility is based on historical volatility of the Company’s common stock. The Company estimates the expected term based upon the historical exercise behavior of our employees. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a term equal to the expected term of the option assumed at the date of grant. The Company uses an annualized dividend yield based upon the per share dividends declared by its Board of Directors. Estimated forfeiture rates were 14.07% and 12.58% as of September 30, 2017 and 2016 , respectively. Restricted Stock and Restricted Stock Units j2 Global has awarded restricted stock and restricted stock units to its Board of Directors and senior staff pursuant to certain share-based compensation plans. Compensation expense resulting from restricted stock and restricted unit grants is measured at fair value on the date of grant and is recognized as share-based compensation expense over the applicable vesting period. Beginning in fiscal year 2012, vesting periods are approximately one year for awards to members of the Company’s Board of Directors and five years for senior staff (excluding market-based awards discussed below). Restricted Stock - Awards with Market Conditions In May 2017, certain key employees were granted market-based restricted stock awards. The market-based awards have vesting conditions that are based on specified stock price targets of the Company’s common stock. Market conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Company achieving the specified stock price targets with a 20 day lookback (trading days). Stock-based compensation expense related to an award with a market condition will be recognized over the requisite service period using the graded-vesting method regardless of whether the market condition is satisfied, provided that the requisite service period has been completed. During the nine months ended September 30, 2017 and 2016, the Company awarded 85,825 and 106,780 market-based restricted stock awards, respectively. The per share weighted average grant-date fair values of the market-based restricted stock awards granted during the nine months ended September 30, 2017 were $72.20 . The weighted-average fair values of market-based restricted stock awards granted have been estimated utilizing the following assumptions: September 30, 2017 Underlying stock price at valuation date $ 91.17 Expected volatility 29.0 % Risk-free interest rate 2.17 % Restricted stock award activity for the nine months ended September 30, 2017 is set forth below: Shares Weighted-Average Grant-Date Fair Value Nonvested at January 1, 2017 705,015 $ 41.40 Granted 287,920 61.29 Vested (216,410 ) 45.27 Canceled (1,850 ) 87.68 Nonvested at September 30, 2017 774,675 $ 47.60 Restricted stock unit award activity for the nine months ended September 30, 2017 is set forth below: Number of Weighted-Average Aggregate Outstanding at January 1, 2017 51,950 Granted 11,100 Vested (13,570 ) Canceled (6,680 ) Outstanding at September 30, 2017 42,800 1.9 $ 3,162,064 Vested and expected to vest at September 30, 2017 32,427 1.7 $ 2,395,693 The Company recognized $4.4 million and $3.6 million of compensation expense related to restricted stock and restricted stock units for the three months ended September 30, 2017 and 2016, respectively, and $13.5 million and $9.6 million for the nine months ended September 30, 2017 and 2016, respectively. As of September 30, 2017 and December 31, 2016 , the Company had unrecognized share-based compensation cost of approximately $46.7 million and $37.9 million , respectively, associated with these awards. This cost is expected to be recognized over a weighted-average period of 3.7 years for awards and 3.3 years for units. Employee Stock Purchase Plan The Purchase Plan provides for the issuance of a maximum of two million shares of the Company’s common stock. Under the Purchase Plan, eligible employees can have up to 15% of their earnings withheld, up to certain maximums, to be used to purchase shares of j2 Global common stock at certain plan-defined dates. The price of the j2 Global common stock purchased under the Purchase Plan for the offering periods is equal to 95% of the fair market value of the j2 Global common stock at the end of the offering period. For the nine months ended September 30, 2017 and 2016 , 2,373 and 2,996 shares were purchased under the plan, respectively. Cash received upon the issuance of j2 Global common stock under the Purchase Plan was $194,000 and $191,000 for the nine months ended September 30, 2017 and 2016 , respectively. As of September 30, 2017 , 1,624,153 shares were available under the Purchase Plan for future issuance. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share Reconciliation [Abstract] | |
Earnings Per Share | Earnings Per Share The components of basic and diluted earnings per share are as follows (in thousands, except share and per share data): 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 stock 47,609,819 47,310,011 47,540,593 47,775,798 Dilutive effect of: Equity incentive plans 218,782 184,733 232,506 208,974 Convertible debt (b) 692,481 — 972,581 12,902 Common stock and common stock equivalents 48,521,082 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). (b) Represents the incremental shares issuable upon conversion of the Convertible Notes due June 15, 2029 by applying the treasury stock method when the average stock price exceeds the conversion price of the Convertible Notes (see Note 8 - Long Term Debt). For the three months ended September 30, 2017 and 2016 , there were zero and 62,000 options outstanding, respectively, which were excluded from the computation of diluted earnings per share because the exercise prices were greater than the average market price of the common stock. For the nine months ended September 30, 2017 and 2016 , there were zero and 62,000 options outstanding, respectively, which were excluded from the computation of diluted earnings per share because the exercise prices were greater than the average market price of the common stock. |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2017 | |
Segments, Geographical Areas [Abstract] | |
Segment and Geographic Information | Segment Information The Company’s business segments are based on the organization structure used by management for making operating and investment decisions and for assessing performance. j2 Global’s reportable business segments are: (i) Business Cloud Services and (ii) Digital Media. The Company’s Business Cloud Services segment is driven primarily by subscription revenues that are relatively higher margin, stable and predictable from quarter to quarter with some seasonal weakness in the fourth quarter. The Business Cloud Services segment also includes 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 strength in the fourth quarter. Information on reportable segments and reconciliation to consolidated income from operations is as follows (in thousands): 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 Media 127,865 66,819 369,470 198,613 Elimination of inter-segment revenues (36 ) (45 ) (51 ) (136 ) Total revenues 273,616 210,116 801,458 622,418 Direct costs by segment (1) : Business Cloud Services 89,662 90,485 261,515 268,333 Digital Media 115,499 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 income 12,366 13,932 19,003 33,215 Segment operating income 68,491 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. 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 segments 2,214,966 2,035,862 Corporate 89,720 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 Media 24,084 11,196 Total from reportable segments 29,483 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 Media 22,227 10,118 67,500 29,598 Total from reportable segments 39,372 30,336 118,597 88,569 Corporate — — — — Total depreciation and amortization $ 39,372 $ 30,336 $ 118,597 $ 88,569 The Company’s Business Cloud Services segment consists of several services which have similar economic characteristics, including the nature of the services and their production processes, the type of customers, as well as the methods used to distribute these services. j2 Global groups its Business Cloud services into three main categories based on the similarities of these services: Cloud Connect, Cloud Services and Intellectual Property. Cloud Connect consists of our Fax and Voice services. Cloud Services consist of Backup, Email Security, Email Marketing and Web Hosting. Three Months Ended 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 Services 47,693 8,949 11,947 142,187 28,330 37,824 Intellectual Property 1,212 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 Services 49,624 12,826 10,350 144,853 35,327 31,974 Intellectual Property 1,119 1,442 (996 ) 3,388 4,548 (2,964 ) Total $ 143,342 $ 20,218 $ 52,857 $ 423,941 $ 58,971 $ 155,608 j2 Global maintains operations in the U.S., Canada, Ireland, Japan and other countries. Geographic information about the U.S. and all other countries for the reporting periods is presented below. Such information attributes revenues based on jurisdictions where revenues are reported (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Revenues: United States $ 201,543 $ 142,691 $ 589,797 $ 424,804 Canada 19,312 19,939 58,064 57,205 Ireland 18,350 18,068 54,730 54,517 All other countries 34,411 29,418 98,867 85,892 $ 273,616 $ 210,116 $ 801,458 $ 622,418 September 30, December 31, Long-lived assets: United States $ 394,102 $ 453,053 All other countries 88,088 93,430 Total $ 482,190 $ 546,483 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income Accumulated Other Comprehensive Income (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Accumulated Other Comprehensive Income [Abstract] | |
Comprehensive Income (Loss) Note [Text Block] | Accumulated Other Comprehensive Income The following table summarizes the changes in accumulated balances of other comprehensive income, net of tax, for the three months ended September 30, 2017 (in thousands): 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 in accumulated balances of other comprehensive income, net of tax, for the nine months ended September 30, 2017 (in thousands): 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 ) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On October 5, 2017, the Company completed the sale 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) consisting of a combination of cash and various equity securities. The Company is currently determining the financial impact to the statement of operations which will be recorded in the fourth quarter 2017. The Company expects to record a gain from this transaction. On October 12, 2017, in a cash transaction including an earn-out, the Company acquired all the issued capital of Humble Bundle, Inc., a digital storefront for video games based in California. 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 . |
Basis Of Presentation (Policy)
Basis Of Presentation (Policy) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Use Of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, including judgments about investment classifications, and the reported amounts of net revenue and expenses during the reporting period. We believe that our most significant estimates are those related to the valuation of assets acquired and liabilities assumed in connection with business combinations, long-lived and intangible asset impairment, contingent consideration, income taxes and contingencies and allowances for doubtful accounts. On an ongoing basis, management evaluates its estimates based on historical experience and on various other factors that the Company believes to be reasonable under the circumstances. Actual results could materially differ from those estimates. |
Allowances For Doubtful Accounts | Allowances for Doubtful Accounts j2 Global reserves for receivables it may not be able to collect. These reserves for the Company’s Business Cloud Services segment are typically driven by the volume of credit card declines and past due invoices and are based on historical experience as well as an evaluation of current market conditions. These reserves for the Company’s Digital Media segment are typically driven by past due invoices based on historical experience. On an ongoing basis, management evaluates the adequacy of these reserves. |
Revenue Recognition, Policy [Policy Text Block] | 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 Company recognizes revenue when persuasive evidence of an arrangement exists, services have been provided, the sales price is fixed and determinable and collection is probable. The Company defers the portions of monthly, quarterly, semi-annually and annually recurring subscription and usage-based fees collected in advance and recognizes them in the period earned. Additionally, the Company defers and recognizes subscriber activation fees and related direct incremental costs over a subscriber’s estimated useful life. Along with our numerous proprietary Business Cloud Services solutions, the Company also generates revenues by reselling various third party solutions, primarily through our email security and online backup lines of business. These third party solutions, along with our proprietary products, allow the Company to offer customers a variety of solutions to better meet their needs. The Company determines whether reseller revenue should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction. If the Company is acting as the principal in a transaction, the Company reports revenue on a gross basis. If the Company is acting as an agent in a transaction, the Company reports revenue on a net basis. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance for principal-agent considerations and the Company places the most weight on three factors: whether or not the Company (i) is the primary obligor in the arrangement, (ii) has latitude in determining pricing and (iii) bears credit risk. The Company records revenue on a gross basis with respect to reseller revenue as the Company is the primary obligator in the arrangement, has latitude in determining pricing and bears all credit risk associated with our reseller program partners. j2 Global’s Business Cloud Services also include patent license revenues generated under license agreements that provide for the payment of contractually determined fully paid-up or royalty-bearing license fees to j2 Global in exchange for the grant of non-exclusive, retroactive and future licenses to our intellectual property, including patented technology. Patent revenues may also consist of revenues generated from the sale of patents. Patent license revenues are recognized when earned over the term of the license agreements. With regard to fully paid-up license arrangements, the Company recognizes as revenue in the period the license agreement is executed the portion of the payment attributable to past use of the intellectual property and amortizes the remaining portion of such payments on a straight-line basis, or pro-rata revenue basis, as appropriate over the life of the licensed patent(s). With regard to royalty-bearing license arrangements, the Company recognizes revenues of license fees earned during the applicable period. With regard to patent sales, the Company recognizes as revenue in the period of the sale the amount of the purchase price over the carrying value of the patent(s) sold. The Business Cloud Services business also generates revenues by licensing certain technology to third parties. These licensing revenues are recognized when earned in accordance with the terms of the underlying agreement. Generally, revenue is recognized as the third party uses the licensed technology over the period. Digital Media The Company’s Digital Media revenues primarily consist of revenues generated from the sale of advertising campaigns that are targeted to the Company’s proprietary websites and to those websites operated by third parties that are part of the Digital Media business’s advertising network. Revenues for these advertising campaigns are recognized as earned, either when an ad is placed for viewing by a visitor to the appropriate web page or when the visitor “clicks through” on the ad, depending upon the terms with the individual advertiser. Revenues for Digital Media business-to-business operations consist of lead-generation campaigns for IT vendors and are recognized as earned when the Company delivers the qualified leads to the customer. j2 Global also generates Digital Media revenues through the license of certain assets to clients, for the clients’ use in their own promotional materials or otherwise. Such assets may include logos, editorial reviews, or other copyrighted material. Revenues under such license agreements are recognized when the assets are delivered to the client. Also, Digital Media revenues are generated through the license of certain speed testing technology which is recognized when delivered to the client through providing data services primarily to Internet Service Providers (“ISPs”) and wireless carriers which is recognized as earned over the term of the access period. The Digital Media business also generates other types of revenues, including business listing fees, subscriptions to online publications, and from other sources. Such other revenues are recognized as earned. The Company determines whether Digital Media revenue should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction. If the Company is acting as the principal in a transaction, the Company reports revenue on a gross basis. If the Company is acting as an agent in a transaction, the Company reports revenue on a net basis. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance for principal-agent considerations and the Company places the most weight on three factors: whether or not the Company (i) is the primary obligor in the arrangement, (ii) has latitude in determining pricing and (iii) bears credit risk. The Company records revenue on a gross basis with respect to revenue generated (i) by the Company serving online display and video advertising across its owned-and-operated web properties, on third party sites or on unaffiliated advertising networks, (ii) through the Company’s lead-generation business and (iii) through the Company’s Digital Media licensing program. The Company records revenue on a net basis with respect to revenue paid to the Company by certain third-party advertising networks who serve online display and video advertising across the Company’s owned-and-operated web properties and certain third party sites. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | 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 value of the Company’s outstanding debt was determined using the quoted market prices of debt instruments with similar terms and maturities, if available. As of the same dates, the carrying value of other long-term liabilities approximated fair value as the related interest rates approximate rates currently available to j2 Global. |
Property, Plant and Equipment, Policy [Policy Text Block] | 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 | 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. |
Business Combinations Policy [Policy Text Block] | Contingent Consideration j2 Global measures the contingent earn-out liabilities in connection with acquisitions at fair value on a recurring basis using significant unobservable inputs classified within Level 3 of the fair value hierarchy (see Note 6 - Fair Value Measurements). The Company may use various valuation techniques depending on the terms and conditions of the contingent consideration including a Monte-Carlo simulation. This simulation uses a probability distribution for each significant input to produce hundreds or thousands of possible outcomes and the results are analyzed to determine probabilities of different outcomes occurring. Significant increases or decreases to these inputs in isolation would result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and the amount paid will be recorded in earnings. The amount paid that is less than or equal to the liability on the acquisition date is reflected as cash used in financing activities in our consolidated statements of cash flows. Any amount paid in excess of the liability on the acquisition date is reflected as cash used in operating activities. j2 Global reviews and re-assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could be materially different from the initial estimates or prior quarterly amounts. Changes in the estimated fair value of our contingent earn-out liabilities are reported in operating income, except for the time component of the present value calculation which is reported in interest expense. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in operating income. |
Segment Reporting | Segment Reporting Accounting guidance establishes standards for the way that public business enterprises report information about operating segments in their annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. Accounting guidance also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company operates as two segments: (1) Business Cloud Services and (2) Digital Media. |
Comparability of Prior Year Financial Data | Reclassifications Certain prior year reported amounts have been reclassified to conform to the 2017 presentation. |
Business Acquisition (Tables)
Business Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase consideration for these acquisitions (in thousands): Assets and Liabilities Valuation Accounts receivable $ 831 Property and equipment 451 Trade names 1,543 Customer relationships 25,627 Other intangibles 4,659 Goodwill 31,253 Accounts payable and accrued expenses (1,475 ) Deferred revenue (4,527 ) Total $ 58,362 |
Assets Held For Sale Assets h26
Assets Held For Sale Assets held for sale (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The following table presents information related to the assets and liabilities that were classified as held for sale in our condensed consolidated balance sheets (in thousands): 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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Fair Values Of Financial Instruments Measured On Recurring Basis | The following tables present the fair values of the Company’s financial assets or liabilities that are measured at fair value on a recurring basis (in thousands): September 30, 2017 Level 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, 2016 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market and other funds $ 7,737 $ — $ — $ 7,737 Certificates of deposit — 60 — 60 Total assets measured at fair value $ 7,737 $ 60 $ — $ 7,797 Liabilities: Contingent consideration $ — $ — $ 17,450 $ 17,450 Contingent interest derivative — 958 — 958 Total liabilities measured at fair value $ — $ 958 $ 17,450 $ 18,408 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table presents a reconciliation of the Company’s Level 3 financial assets or liabilities that are measured at fair value on a recurring basis (in thousands): Level 3 Affected line item in the Statement of Income Balance as of January 1, 2017 $ 17,450 Contingent consideration — Total fair value adjustments reported in earnings (600 ) General and administrative Contingent consideration payments (16,850 ) Not applicable Balance as of September 30, 2017 $ — |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | The following table presents a reconciliation of the Company’s derivative instruments (in thousands): Amount Affected line item in the Statement of Income Derivative Liabilities: Level 2: Balance as of January 1, 2017 $ 958 Total fair value adjustments reported in earnings — Balance as of September 30, 2017 $ 958 |
Goodwill And Intangible Assets
Goodwill And Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes In Carrying Amounts Of Goodwill | The changes in carrying amounts of goodwill for the nine months ended September 30, 2017 are as follows (in thousands): Business Cloud Services Digital Media Consolidated Balance as of January 1, 2017 $ 559,152 $ 563,658 $ 1,122,810 Goodwill acquired (Note 3) 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 translation 13,811 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, in a cash transaction, the Company sold Cambridge which resulted in $17.8 million of goodwill being written off in connection with this sale (see Note 5 - Assets Held for Sale). (3) On September 1, 2017, in a cash transaction, the Company sold Web24 which resulted in $3.6 million of goodwill being written off in connection with this sale (see Note 5 - Assets Held for Sale). (4) Purchase accounting adjustments relate to adjustments to goodwill in connection with prior year business acquisitions (see Note 3 - Business Acquisitions). |
Schedule Of Intangible Assets With Indefinite Lives | Intangible Assets with Indefinite Lives: Intangible assets are summarized as of September 30, 2017 and December 31, 2016 as follows (in thousands): September 30, December 31, Trade name $ 27,379 $ 27,379 Other 5,432 5,432 Total $ 32,811 $ 32,811 |
Finite-Lived Intangible Assets By Major Class | Intangible Assets Subject to Amortization: As of September 30, 2017 , intangible assets subject to amortization relate primarily to the following (in thousands): Weighted-Average Amortization Period Historical Cost Accumulated Amortization Net Trade names 11.5 years $ 127,525 $ 48,191 $ 79,334 Patent and patent licenses 6.6 years 66,829 55,597 11,232 Customer relationships (1) 9.4 years 414,996 236,186 178,810 Other purchased intangibles 5.2 years 196,157 56,411 139,746 Total $ 805,507 $ 396,385 $ 409,122 (1) Historically, the Company has amortized its customer relationship assets in a pattern that best reflects the pace in which the asset’s benefits are consumed. This pattern results in a substantial majority of the amortization expense being recognized in the first 4 to 5 years, despite the overall life of the asset. As of December 31, 2016 , intangible assets subject to amortization relate primarily to the following (in thousands): Weighted-Average Amortization Period Historical Cost Accumulated Amortization Net Trade names 11.5 years $ 127,342 $ 38,868 $ 88,474 Patent and patent licenses 6.6 years 65,605 51,677 13,928 Customer relationships (1) 9.6 years 390,930 182,775 208,155 Other purchased intangibles 6.0 years 195,913 27,590 168,323 Total $ 779,790 $ 300,910 $ 478,880 (1) Historically, the Company has amortized its customer relationship assets in a pattern that best reflects the pace in which the asset’s benefits are consumed. This pattern results in a substantial majority of the amortization expense being recognized in the first 4 to 5 years, despite the overall life of the asset. |
Long Term Debt Long Term Debt (
Long Term Debt Long Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | Long-term debt as of September 30, 2017 and December 31, 2016 consists of the following (in thousands): September 30, 2017 December 31, 2016 Senior Notes: 6.0% Senior Notes $ 638,958 $ — 8.0% Senior Notes — 247,359 3.25% Convertible Notes 368,224 362,144 Less: Deferred issuance costs (7,984 ) (7,757 ) Total debt 999,198 601,746 Less: current portion — — Total long-term debt, less current portion $ 999,198 $ 601,746 |
Stockholders' Equity Dividends
Stockholders' Equity Dividends Declared (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Dividends Declared [Abstract] | |
Dividends Declared [Table Text Block] | The following is a summary of each dividend declared during fiscal year 2017 and 2016 : Declaration Date Dividend per Common Share Record Date Payment Date February 10, 2016 $ 0.3250 February 23, 2016 March 10, 2016 May 5, 2016 $ 0.3350 May 18, 2016 June 2, 2016 August 2, 2016 $ 0.3450 August 17, 2016 September 1, 2016 November 1, 2016 $ 0.3550 November 18, 2016 December 5, 2016 February 9, 2017 $ 0.3650 February 22, 2017 March 9, 2017 May 4, 2017 $ 0.3750 May 19, 2017 June 2, 2017 August 2, 2017 $ 0.3850 August 14, 2017 September 1, 2017 |
Stock Options And Employee St31
Stock Options And Employee Stock Purchase Plan (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stock Options Activity | The following table represents stock option activity for the nine months ended September 30, 2017 : Number of Shares Weighted- Weighted-Average Aggregate Outstanding at January 1, 2017 413,858 $ 31.09 Granted — — Exercised (38,183 ) 29.03 Canceled — — Outstanding at September 30, 2017 375,675 $ 31.30 3.3 $ 15,997,701 Exercisable at September 30, 2017 338,475 $ 27.33 2.9 $ 15,754,785 Vested and expected to vest at September 30, 2017 367,885 $ 30.53 3.3 $ 15,946,834 |
Restricted (Performance) Stock [Member] | |
Schedule of Share-based Payment Award, Performance Awards, Valuation Assumptions [Table Text Block] | The weighted-average fair values of market-based restricted stock awards granted have been estimated utilizing the following assumptions: September 30, 2017 Underlying stock price at valuation date $ 91.17 Expected volatility 29.0 % Risk-free interest rate 2.17 % |
Restricted Stock [Member] | |
Restricted Stock And Restricted Stock Unit Award Activity | Restricted stock award activity for the nine months ended September 30, 2017 is set forth below: Shares Weighted-Average Grant-Date Fair Value Nonvested at January 1, 2017 705,015 $ 41.40 Granted 287,920 61.29 Vested (216,410 ) 45.27 Canceled (1,850 ) 87.68 Nonvested at September 30, 2017 774,675 $ 47.60 |
Restricted Stock Units (RSUs) [Member] | |
Restricted Stock And Restricted Stock Unit Award Activity | Restricted stock unit award activity for the nine months ended September 30, 2017 is set forth below: Number of Weighted-Average Aggregate Outstanding at January 1, 2017 51,950 Granted 11,100 Vested (13,570 ) Canceled (6,680 ) Outstanding at September 30, 2017 42,800 1.9 $ 3,162,064 Vested and expected to vest at September 30, 2017 32,427 1.7 $ 2,395,693 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share Reconciliation [Abstract] | |
Components Of Basic And Diluted Earnings Per Share | The components of basic and diluted earnings per share are as follows (in thousands, except share and per share data): 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 stock 47,609,819 47,310,011 47,540,593 47,775,798 Dilutive effect of: Equity incentive plans 218,782 184,733 232,506 208,974 Convertible debt (b) 692,481 — 972,581 12,902 Common stock and common stock equivalents 48,521,082 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). (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). |
Segment and Geographic Inform33
Segment and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | Information on reportable segments and reconciliation to consolidated income from operations is as follows (in thousands): 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 Media 127,865 66,819 369,470 198,613 Elimination of inter-segment revenues (36 ) (45 ) (51 ) (136 ) Total revenues 273,616 210,116 801,458 622,418 Direct costs by segment (1) : Business Cloud Services 89,662 90,485 261,515 268,333 Digital Media 115,499 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 income 12,366 13,932 19,003 33,215 Segment operating income 68,491 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. |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | 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 segments 2,214,966 2,035,862 Corporate 89,720 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 Media 24,084 11,196 Total from reportable segments 29,483 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 Media 22,227 10,118 67,500 29,598 Total from reportable segments 39,372 30,336 118,597 88,569 Corporate — — — — Total depreciation and amortization $ 39,372 $ 30,336 $ 118,597 $ 88,569 The Company’s Business Cloud Services segment consists of several services which have similar economic characteristics, including the nature of the services and their production processes, the type of customers, as well as the methods used to distribute these services. j2 Global groups its Business Cloud services into three main categories based on the similarities of these services: Cloud Connect, Cloud Services and Intellectual Property. Cloud Connect consists of our Fax and Voice services. Cloud Services consist of Backup, Email Security, Email Marketing and Web Hosting. Three Months Ended 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 Services 47,693 8,949 11,947 142,187 28,330 37,824 Intellectual Property 1,212 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 Services 49,624 12,826 10,350 144,853 35,327 31,974 Intellectual Property 1,119 1,442 (996 ) 3,388 4,548 (2,964 ) Total $ 143,342 $ 20,218 $ 52,857 $ 423,941 $ 58,971 $ 155,608 |
Summary On Revenues And Long-Lived Assets By Geographic Areas | j2 Global maintains operations in the U.S., Canada, Ireland, Japan and other countries. Geographic information about the U.S. and all other countries for the reporting periods is presented below. Such information attributes revenues based on jurisdictions where revenues are reported (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Revenues: United States $ 201,543 $ 142,691 $ 589,797 $ 424,804 Canada 19,312 19,939 58,064 57,205 Ireland 18,350 18,068 54,730 54,517 All other countries 34,411 29,418 98,867 85,892 $ 273,616 $ 210,116 $ 801,458 $ 622,418 September 30, December 31, Long-lived assets: United States $ 394,102 $ 453,053 All other countries 88,088 93,430 Total $ 482,190 $ 546,483 |
Accumulated Other Comprehensi34
Accumulated Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accumulated Other Comprehensive Income [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The following table summarizes the changes in accumulated balances of other comprehensive income, net of tax, for the three months ended September 30, 2017 (in thousands): 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 in accumulated balances of other comprehensive income, net of tax, for the nine months ended September 30, 2017 (in thousands): 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 ) |
Basis Of Presentation (Details)
Basis Of Presentation (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 1 year |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Property, Plant and Equipment, Other Types [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 1 year |
Property, Plant and Equipment, Other Types [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Recent Accounting Pronounceme36
Recent Accounting Pronouncements (Details) $ in Millions | Sep. 30, 2017USD ($) |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Operating Leases, Future Minimum Payments Due | $ 65.9 |
Business Acquisition (Details)
Business Acquisition (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Business Acquisition Contributed Total Revenue | $ 9,400 |
Total consideration of transaction, net of cash acquired | 58,362 |
Goodwill, Purchase Accounting Adjustments | (2,230) |
Goodwill, Acquired During Period | 31,253 |
Business Acquisition, Purchase Price Allocation, Goodwill, Expected Tax Deductible Amount | 23,600 |
Business Cloud Services Segment [Member] | |
Goodwill, Purchase Accounting Adjustments | 766 |
Goodwill, Acquired During Period | 31,253 |
Digital Media Segment [Member] | |
Goodwill, Purchase Accounting Adjustments | 1,464 |
Goodwill, Acquired During Period | $ 0 |
Business Acquisition (Allocatio
Business Acquisition (Allocation of Aggregate Purchase Price) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | $ 831 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 451 |
Goodwill, Acquired During Period | 31,253 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable and Accrued Expenses | 1,475 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue | (4,527) |
Total consideration of transaction, net of cash acquired | 58,362 |
Trade Names [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 1,543 |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 25,627 |
Other Intangible Assets [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 4,659 |
Assets Held For Sale (Details)
Assets Held For Sale (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2017USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | $ 5,568 |
Disposal Group, Including Discontinued Operation, Prepaid and Other Assets | 3,957 |
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment | 1,734 |
Disposal Group, Including Discontinued Operation, Goodwill | 36,312 |
Disposal Group, Including Discontinued Operation, Intangible Assets | 10,859 |
Disposal Group, Including Discontinued Operation, Deferred Tax Assets, Noncurrent | 6,305 |
Disposal Group, Including Discontinued Operation, Other Assets | 4 |
Disposal Group, Including Discontinued Operation, Accounts Payable and Accrued Liabilities | 2,200 |
Disposal Group, Including Discontinued Operation, Deferred Revenue, Current | 2,236 |
Disposal Group, Including Discontinued Operation, Deferred Tax Liabilities, Noncurrent | 4,709 |
Disposal Group, Including Discontinued Operation, Other Liabilities, Noncurrent | 4 |
Cambridge [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | 3,200 |
Web24 [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | 1,600 |
Digital Media Segment [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Group, Including Discontinued Operation, Net Assets | $ 55,600 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule Of Fair Values Of Financial Instruments Measured On Recurring Basis) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Total assets | $ 127,751 | $ 7,797 |
Business Combination, Contingent Consideration, Liability | 17,450 | |
Derivative Liability | 958 | 958 |
Financial Liabilities Fair Value Disclosure | 958 | 18,408 |
Money Market Funds [Member] | ||
Cash | 127,751 | 7,737 |
Certificates of Deposit [Member] | ||
Investments | 60 | |
Level 1 [Member] | ||
Total assets | 127,751 | 7,737 |
Business Combination, Contingent Consideration, Liability | 0 | |
Derivative Liability | 0 | 0 |
Financial Liabilities Fair Value Disclosure | 0 | 0 |
Level 1 [Member] | Money Market Funds [Member] | ||
Cash | 127,751 | 7,737 |
Level 1 [Member] | Certificates of Deposit [Member] | ||
Investments | 0 | |
Level 2 [Member] | ||
Total assets | 0 | 60 |
Business Combination, Contingent Consideration, Liability | 0 | |
Derivative Liability | 958 | 958 |
Financial Liabilities Fair Value Disclosure | 958 | 958 |
Level 2 [Member] | Money Market Funds [Member] | ||
Cash | 0 | 0 |
Level 2 [Member] | Certificates of Deposit [Member] | ||
Investments | 60 | |
Level 3 [Member] | ||
Total assets | 0 | 0 |
Business Combination, Contingent Consideration, Liability | 0 | 17,450 |
Derivative Liability | 0 | 0 |
Financial Liabilities Fair Value Disclosure | 0 | 17,450 |
Level 3 [Member] | Money Market Funds [Member] | ||
Cash | $ 0 | 0 |
Level 3 [Member] | Certificates of Deposit [Member] | ||
Investments | $ 0 |
Fair Value Measurements (Sche41
Fair Value Measurements (Schedule Of Changes In Fair Value Of Level 3 Financial Assets) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) | $ 0 | |
Business Combination, Contingent Consideration, Liability | $ 17,450 | |
Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) | (600) | |
Other Payments to Acquire Businesses | (16,850) | |
Business Combination, Contingent Consideration, Liability | $ 0 | $ 17,450 |
Fair Value Measurements (Deriva
Fair Value Measurements (Derivative Summary) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Liability | $ 958 | $ 958 |
Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Liability | 958 | $ 958 |
Embedded Derivative, Gain (Loss) on Embedded Derivative, Net | $ 0 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term Debt, Fair Value | $ 1,200,000 | $ 792,200 |
Business Combination, Contingent Consideration, Liability | 17,450 | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 600 | |
Salesify [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 17,000 | |
Business Combination, Contingent Consideration, Liability | $ 0 | $ 600 |
Goodwill And Intangible Asset44
Goodwill And Intangible Assets (Changes In Carrying Amounts Of Goodwill And Other Intangible Assets) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill [Line Items] | |
Balance as of January 1, 2017 | $ 1,122,810 |
Goodwill acquired (Note 3) | 31,253 |
Goodwill reclassified to noncurrent assets held for sale (1) | 36,312 |
Goodwill written off related to sale of a business unit (2)(3) | (21,429) |
Purchase accounting adjustments (4) | 2,230 |
Foreign exchange translation | 13,896 |
Balance as of September 30, 2017 | 1,107,988 |
Business Cloud Services Segment [Member] | |
Goodwill [Line Items] | |
Balance as of January 1, 2017 | 559,152 |
Goodwill acquired (Note 3) | 31,253 |
Goodwill reclassified to noncurrent assets held for sale (1) | 0 |
Goodwill written off related to sale of a business unit (2)(3) | (3,614) |
Purchase accounting adjustments (4) | (766) |
Foreign exchange translation | 13,811 |
Balance as of September 30, 2017 | 599,836 |
Digital Media Segment [Member] | |
Goodwill [Line Items] | |
Balance as of January 1, 2017 | 563,658 |
Goodwill acquired (Note 3) | 0 |
Goodwill reclassified to noncurrent assets held for sale (1) | 36,312 |
Goodwill written off related to sale of a business unit (2)(3) | (17,815) |
Purchase accounting adjustments (4) | (1,464) |
Foreign exchange translation | 85 |
Balance as of September 30, 2017 | 508,152 |
Cambridge [Member] | |
Goodwill [Line Items] | |
Goodwill written off related to sale of a business unit (2)(3) | (17,800) |
Business Cloud Services Segment [Member] | |
Goodwill [Line Items] | |
Goodwill written off related to sale of a business unit (2)(3) | $ (3,600) |
Goodwill And Intangible Asset45
Goodwill And Intangible Assets (Indefinite Intangible Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Intangible assets | $ 32,811 | $ 32,811 |
Trade Names [Member] | ||
Intangible assets | 27,379 | 27,379 |
Other Intangible Assets [Member] | ||
Intangible assets | $ 5,432 | $ 5,432 |
Goodwill And Intangible Asset46
Goodwill And Intangible Assets (Schedule Of Intangible Assets Subject To Amortization) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Historical Cost | $ 805,507 | $ 779,790 |
Accumulated Amortization | (396,385) | (300,910) |
Net | $ 409,122 | $ 478,880 |
Trade Names [Member] | ||
Weighted-Average Amortization Period, years | 11 years 6 months | 11 years 6 months |
Historical Cost | $ 127,525 | $ 127,342 |
Accumulated Amortization | (48,191) | (38,868) |
Net | $ 79,334 | $ 88,474 |
Patents And Patent Licenses [Member] | ||
Weighted-Average Amortization Period, years | 6 years 7 months 6 days | 6 years 7 months 6 days |
Historical Cost | $ 66,829 | $ 65,605 |
Accumulated Amortization | (55,597) | (51,677) |
Net | $ 11,232 | $ 13,928 |
Customer Relationships [Member] | ||
Weighted-Average Amortization Period, years | 9 years 4 months 24 days | 9 years 7 months 6 days |
Historical Cost | $ 414,996 | $ 390,930 |
Accumulated Amortization | (236,186) | (182,775) |
Net | $ 178,810 | $ 208,155 |
Other Purchased Intangibles [Member] | ||
Weighted-Average Amortization Period, years | 5 years 2 months 12 days | 6 years |
Historical Cost | $ 196,157 | $ 195,913 |
Accumulated Amortization | (56,411) | (27,590) |
Net | $ 139,746 | $ 168,323 |
Goodwill And Intangible Asset47
Goodwill And Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 31.7 | $ 23.7 | $ 94.3 | $ 69.6 |
Estimated future amortization expense in year 2017 | 174.8 | 174.8 | ||
Estimated future amortization expense in year 2018 | 97.4 | 97.4 | ||
Estimated future amortization expense in year 2019 | 53.3 | 53.3 | ||
Estimated future amortization expense in year 2020 | 36.9 | 36.9 | ||
Estimated future amortization expense in year 2021 | 29.7 | 29.7 | ||
Estimated future amortization expense thereafter | $ 111.3 | $ 111.3 | ||
Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 1 year | |||
Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 20 years |
Long Term Debt Long Term Debt48
Long Term Debt Long Term Debt (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($)$ / shares | Sep. 30, 2017USD ($)$ / shares | Sep. 30, 2016USD ($) | Aug. 01, 2017USD ($) | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |||||
Gain (Loss) on Extinguishment of Debt | $ (7,962) | $ 0 | |||
Long-term debt | $ 999,198 | 999,198 | $ 601,746 | ||
Unamortized Debt Issuance Expense | (7,984) | (7,984) | (7,757) | ||
Debt, Long-term and Short-term, Combined Amount | 999,198 | 999,198 | 601,746 | ||
Current maturities of long-term debt | 0 | 0 | 0 | ||
Total long-term debt, less current portion | 999,198 | 999,198 | 601,746 | ||
Long-term Debt, Fair Value | 1,200,000 | $ 1,200,000 | 792,200 | ||
6% Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Issuance Date | Jun. 27, 2017 | ||||
Debt Instrument, Face Amount | $ 650,000 | $ 650,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | |||
Debt Instrument, Maturity Date | Jul. 15, 2025 | ||||
Proceeds from Debt, Net of Issuance Costs | $ 636,200 | ||||
Debt Instrument, Frequency of Periodic Payment | semi-annually | ||||
Long-term debt | $ 638,958 | $ 638,958 | 0 | ||
Long-term Debt, Fair Value | 680,100 | 680,100 | |||
8% Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 250,000 | ||||
Debt Instrument, Repurchase Amount | $ 265,000 | ||||
Gain (Loss) on Extinguishment of Debt | 8,000 | ||||
Long-term debt | 0 | $ 0 | 247,359 | ||
Convertible Debt Securities [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Issuance Date | Jun. 10, 2014 | ||||
Debt Instrument, Face Amount | $ 402,500 | $ 402,500 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | 3.25% | |||
Debt Instrument, Maturity Date | Jun. 15, 2029 | ||||
Debt Instrument, Unamortized Discount | $ 59,000 | $ 59,000 | |||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 3 years 8 months 16 days | ||||
Debt Instrument, Frequency of Periodic Payment | semiannually | ||||
Common Stock, Conversion Features | 14.5645 | ||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 68.66 | $ 68.66 | |||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 37,700 | $ 37,700 | |||
Long-term debt | 368,224 | 368,224 | 362,144 | ||
Long-term Debt, Fair Value | $ 498,600 | $ 498,600 | $ 516,800 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2016 | |
Income Taxes [Line Items] | ||||||||||
U.S. federal statutory rate | 35.00% | |||||||||
Effective income tax rate | 22.10% | 25.80% | 23.70% | 28.70% | ||||||
Income before income taxes, domestic operations | $ 13.7 | $ 57.2 | ||||||||
Income before income taxes, foreign operations | 103.7 | 96 | ||||||||
Liabilities for uncertain income tax positions | $ 48.7 | 48.7 | $ 46.5 | |||||||
Cash paid for income taxes | 46.6 | $ 40.4 | ||||||||
Prepaid tax payments | $ 9.2 | $ 9.2 | $ 0 | |||||||
Massachusetts Department of revenue [Member] | ||||||||||
Income Taxes [Line Items] | ||||||||||
Income Tax Examination, Year under Examination | 2,015 | 2,014 | ||||||||
California Franchise Tax Board [Member] | ||||||||||
Income Taxes [Line Items] | ||||||||||
Income Tax Examination, Year under Examination | 2,013 | 2,012 | ||||||||
Internal Revenue Service (IRS) [Member] | ||||||||||
Income Taxes [Line Items] | ||||||||||
Income Tax Examination, Year under Examination | 2,014 | 2,013 | 2,012 | |||||||
New York State Division of Taxation and Finance [Member] | ||||||||||
Income Taxes [Line Items] | ||||||||||
Income Tax Examination, Year under Examination | 2,014 | 2,013 | 2,012 | 2,011 | ||||||
EVDY [Member] | Internal Revenue Service (IRS) [Member] | ||||||||||
Income Taxes [Line Items] | ||||||||||
Income Tax Examination, Year under Examination | 2,014 |
Stockholders' Equity Dividend50
Stockholders' Equity Dividends Declared (Details) - $ / shares | Aug. 02, 2017 | May 04, 2017 | Feb. 09, 2017 | Nov. 01, 2016 | Aug. 02, 2016 | May 05, 2016 | Feb. 10, 2016 |
Dividends Declared [Abstract] | |||||||
Dividend, declaration date | Aug. 2, 2017 | May 4, 2017 | Feb. 9, 2017 | Nov. 1, 2016 | Aug. 2, 2016 | May 5, 2016 | Feb. 10, 2016 |
Dividend amount to be paid, per common share | $ 0.3850 | $ 0.3750 | $ 0.3650 | $ 0.3550 | $ 0.3450 | $ 0.3350 | $ 0.3250 |
Dividend, date of record | Aug. 14, 2017 | May 19, 2017 | Feb. 22, 2017 | Nov. 18, 2016 | Aug. 17, 2016 | May 18, 2016 | Feb. 23, 2016 |
Dividend, date to be paid | Sep. 1, 2017 | Jun. 2, 2017 | Mar. 9, 2017 | Dec. 5, 2016 | Sep. 1, 2016 | Jun. 2, 2016 | Mar. 10, 2016 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Class of Stock [Line Items] | ||
Stock Repurchased | 2,100,000 | |
Treasury Stock, Value, Acquired, Cost Method | $ 58,600,000 | |
Shares Paid for Tax Withholding for Share Based Compensation | 14,178 | |
2012 Repurchase Program [Member] | ||
Class of Stock [Line Items] | ||
Maximum number of shares authorized to be repurchased | 5,000,000 | |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 1,938,689 | |
Stock Repurchased | 0 | |
IGC [Member] | ||
Class of Stock [Line Items] | ||
Stock Repurchased and Retired During Period, Shares | 935,231 |
Stock Options And Employee St52
Stock Options And Employee Stock Purchase Plan (Stock Options) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Number of Shares, Outstanding Beginning of Period | 413,858 | |||
Number of options granted | 0 | |||
Number of Shares, Exercised | (38,183) | |||
Number of Shares, Canceled | 0 | |||
Number of Shares, Outstanding Ending of Period | 375,675 | 375,675 | ||
Number of Shares, Exercisable | 338,475 | 338,475 | ||
Number of Shares, Vested and expected to vest | 367,885 | 367,885 | ||
Weighted-Average Exercise Price, Outstanding Beginning of Period | $ 31.09 | |||
Weighted-Average Exercise Price, Granted | 0 | |||
Weighted-Average Exercise Price, Exercised | 29.03 | |||
Weighted-Average Exercise Price, Canceled | 0 | |||
Weighted-Average Exercise Price, Outstanding Ending of Period | $ 31.30 | 31.30 | ||
Weighted-Average Exercise Price, Exercisable | 27.33 | 27.33 | ||
Weighted-Average Exercise Price, Vested and expected to vest | $ 30.53 | $ 30.53 | ||
Weighted-Average Remaining Contractual Term, Outstanding (in years) | 3 years 4 months 2 days | |||
Weighted-Average Remaining Contractual Term, Exercisable (in years) | 2 years 10 months 17 days | |||
Weighted-Average Remaining Contractual Term, Vested and expected to vest (in years) | 3 years 3 months | |||
Aggregate Intrinsic Value, Outstanding | $ 15,997,701 | $ 15,997,701 | ||
Aggregate Intrinsic Value, Exercisable | 15,754,785 | 15,754,785 | ||
Aggregate Intrinsic Value, Vested and expected to vest | 15,946,834 | 15,946,834 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value | 2,100,000 | $ 5,100,000 | ||
Allocated Share-based Compensation Expense | 4,563,000 | $ 3,699,000 | $ 13,740,000 | $ 9,947,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Estimated Forfeiture Rate | 14.07% | 12.58% | ||
Employee Stock Option [Member] | ||||
Allocated Share-based Compensation Expense | $ 40,000 | $ 100,000 | $ 100,000 | $ 300,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 7 months 6 days |
Stock Options And Employee St53
Stock Options And Employee Stock Purchase Plan Stock Options and Employee Stock Purchase Plan (Performance Awards) (Details) - Restricted (Performance) Stock [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share Price | $ 91.17 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 29.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.17% | |
Shares, Granted | 85,825 | 106,780 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 72.20 |
Stock Options And Employee St54
Stock Options And Employee Stock Purchase Plan (Restricted Stock) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Compensation cost recognized | $ 4,563,000 | $ 3,699,000 | $ 13,740,000 | $ 9,947,000 | |
Allocated Share-based Compensation Expense | 4,563,000 | 3,699,000 | 13,740,000 | 9,947,000 | |
Restricted Stock And Restricted Stock Unit (RSU) [Member] | |||||
Compensation cost recognized | 4,400,000 | 3,600,000 | 13,500,000 | 9,600,000 | |
Unrecognized compensation cost related to non-vested awards granted | 46,700,000 | 46,700,000 | $ 37,900,000 | ||
Allocated Share-based Compensation Expense | $ 4,400,000 | 3,600,000 | $ 13,500,000 | 9,600,000 | |
Restricted Stock [Member] | |||||
Nonvested at January 1, 2017 | 705,015 | ||||
Shares, Granted | 287,920 | ||||
Shares, Vested | (216,410) | ||||
Shares, Canceled | (1,850) | ||||
Nonvested at September 30, 2017 | 774,675 | 774,675 | |||
Weighted-Average Grant-Date Fair Value, Nonvested at January 1, 2017 | $ 41.40 | ||||
Weighted-Average Grant-Date Fair Value, Granted | 61.29 | ||||
Weighted-Average Grant-Date Fair Value, Vested | 45.27 | ||||
Weighted-Average Grant-Date Fair Value, Canceled | 87.68 | ||||
Weighted-Average Grant-Date Fair Value, Nonvested at September 30, 2017 | $ 47.60 | $ 47.60 | |||
Weighted-average period to recognize compensation cost (in years) | 3 years 7 months 28 days | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Nonvested at January 1, 2017 | 51,950 | ||||
Shares, Granted | 11,100 | ||||
Shares, Vested | (13,570) | ||||
Shares, Canceled | (6,680) | ||||
Nonvested at September 30, 2017 | 42,800 | 42,800 | |||
Share Based Compensation Equity Awards Other Than Options Expected To Vest Shares | 32,427 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 11 months 12 days | ||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Expected To Vest Weighted Average Remaining Contractual Term | 1 year 8 months 16 days | ||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Outstanding, Aggregate Intrinsic Value | $ 3,162,064 | $ 3,162,064 | |||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Expected To Vest Intrinsic Value | 2,395,693 | $ 2,395,693 | |||
Weighted-average period to recognize compensation cost (in years) | 3 years 3 months 29 days | ||||
Employee Stock Option [Member] | |||||
Compensation cost recognized | 40,000 | 100,000 | $ 100,000 | 300,000 | |
Unrecognized compensation cost related to non-vested awards granted | 500,000 | $ 500,000 | $ 700,000 | ||
Weighted-average period to recognize compensation cost (in years) | 2 years 7 months 6 days | ||||
Allocated Share-based Compensation Expense | $ 40,000 | $ 100,000 | $ 100,000 | $ 300,000 |
Stock Options And Employee St55
Stock Options And Employee Stock Purchase Plan (Narrative) (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Number of options outstanding | 375,675 | 413,858 | |
Cash received upon the issuance of common stock | $ 194,000 | $ 191,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Estimated Forfeiture Rate | 14.07% | 12.58% | |
Restricted (Performance) Stock [Member] | |||
Shares, Granted | 85,825 | 106,780 | |
Restricted Stock [Member] | |||
Shares, Granted | 287,920 | ||
Number of stocks outstanding | 774,675 | 705,015 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 7 months 28 days | ||
Employee Stock Option [Member] | |||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 500,000 | $ 700,000 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 7 months 6 days | ||
Restricted Stock Units (RSUs) [Member] | |||
Shares, Granted | 11,100 | ||
Number of stocks outstanding | 42,800 | 51,950 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 3 months 29 days | ||
2001 Employee Stock Purchase Plan [Member] | Common Stock [Member] | |||
Market value of common stock on the date of grant for incentive stock options | 95.00% | ||
Maximum earnings withheld by the employees | 15.00% | ||
Number of shares purchased under the plan | 2,373 | 2,996 | |
Cash received upon the issuance of common stock | $ 194,000 | $ 191,000 | |
Number of shares available for issuance | 1,624,153 | ||
2007 Stock Plan [Member] | |||
Number of options outstanding | 313,675 | ||
Number of stocks outstanding | 13,140 | ||
Maximum issuance of common stock | 4,500,000 | ||
2015 Stock Option Plan [Member] | |||
Number of options outstanding | 62,000 | ||
Number of stocks outstanding | 29,660 | ||
Maximum issuance of common stock | 4,200,000 | ||
Minimum [Member] | |||
Market value of common stock on the date of grant for incentive stock options | 85.00% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share Reconciliation [Abstract] | ||||
Net Income (Loss) Attributable to Parent | $ 32,358 | $ 45,569 | $ 89,554 | $ 109,281 |
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic | 420 | 718 | 1,128 | 1,610 |
Net earnings available to common shareholders | $ 31,938 | $ 44,851 | $ 88,426 | $ 107,671 |
Weighted-average outstanding shares of common stock - basic | 47,609,819 | 47,310,011 | 47,540,593 | 47,775,798 |
Dilutive effect of equity incentive plans | 218,782 | 184,733 | 232,506 | 208,974 |
Incremental Common Shares Attributable to Dilutive Effect of Contingently Issuable Shares | 692,481 | 0 | 972,581 | 12,902 |
Weighted-average outstanding shares of common stock - diluted | 48,521,082 | 47,494,744 | 48,745,680 | 47,997,674 |
Basic | $ 0.67 | $ 0.95 | $ 1.86 | $ 2.25 |
Diluted | $ 0.66 | $ 0.94 | $ 1.81 | $ 2.24 |
Share options excluded from the computation of diluted earnings per share | 0 | 62,000 | 0 | 62,000 |
Segment Information Reportable
Segment Information Reportable Segment Information (Reconciliation of Total Segment Operating Income to Consolidated Operating Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 273,616 | $ 210,116 | $ 801,458 | $ 622,418 |
Direct Costs By Segment | 205,161 | 143,372 | 611,982 | 433,731 |
Income from operations | 62,957 | 62,122 | 169,492 | 174,405 |
Global Operating Costs | 5,534 | 4,667 | 20,035 | 14,418 |
Depreciation, Depletion and Amortization, Nonproduction | 39,372 | 30,336 | 118,597 | 88,569 |
Business Cloud Services Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 145,787 | 143,342 | 432,039 | 423,941 |
Direct Costs By Segment | 89,662 | 90,485 | 261,515 | 268,333 |
Income from operations | 56,125 | 52,857 | 170,524 | 155,608 |
Depreciation, Depletion and Amortization, Nonproduction | 17,145 | 20,218 | 51,097 | 58,971 |
Business Cloud Services Segment [Member] | Cloud Connect [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 96,882 | 92,599 | 286,163 | 275,700 |
Income from operations | 44,663 | 43,503 | 133,958 | 126,598 |
Depreciation, Depletion and Amortization, Nonproduction | 7,001 | 5,950 | 18,964 | 19,096 |
Business Cloud Services Segment [Member] | Cloud Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 47,693 | 49,624 | 142,187 | 144,853 |
Income from operations | 11,947 | 10,350 | 37,824 | 31,974 |
Depreciation, Depletion and Amortization, Nonproduction | 8,949 | 12,826 | 28,330 | 35,327 |
Business Cloud Services Segment [Member] | Intellectual Property [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 1,212 | 1,119 | 3,689 | 3,388 |
Income from operations | (485) | (996) | (1,258) | (2,964) |
Depreciation, Depletion and Amortization, Nonproduction | 1,195 | 1,442 | 3,803 | 4,548 |
Digital Media Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 127,865 | 66,819 | 369,470 | 198,613 |
Direct Costs By Segment | 115,499 | 52,887 | 350,467 | 165,398 |
Income from operations | 12,366 | 13,932 | 19,003 | 33,215 |
Depreciation, Depletion and Amortization, Nonproduction | 22,227 | 10,118 | 67,500 | 29,598 |
Intersegment Elimination [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | (36) | (45) | (51) | (136) |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Income from operations | 68,491 | 66,789 | 189,527 | 188,823 |
Depreciation, Depletion and Amortization, Nonproduction | $ 39,372 | $ 30,336 | $ 118,597 | $ 88,569 |
Segment Information Reportabl58
Segment Information Reportable Segment Information (Total Assets, Capital Expenditures, Depreciation And Amortization) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Total assets | $ 2,304,686 | $ 2,304,686 | $ 2,062,328 | ||
Property, Plant and Equipment, Additions | 29,483 | $ 17,447 | |||
Depreciation, Depletion and Amortization, Nonproduction | 39,372 | $ 30,336 | 118,597 | 88,569 | |
Business Cloud Services Segment [Member] | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Total assets | 1,129,996 | 1,129,996 | 911,327 | ||
Property, Plant and Equipment, Additions | 5,399 | 6,251 | |||
Depreciation, Depletion and Amortization, Nonproduction | 17,145 | 20,218 | 51,097 | 58,971 | |
Digital Media Segment [Member] | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Total assets | 1,084,970 | 1,084,970 | 1,124,535 | ||
Property, Plant and Equipment, Additions | 24,084 | 11,196 | |||
Depreciation, Depletion and Amortization, Nonproduction | 22,227 | 10,118 | 67,500 | 29,598 | |
Operating Segments [Member] | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Total assets | 2,214,966 | 2,214,966 | 2,035,862 | ||
Property, Plant and Equipment, Additions | 29,483 | 17,447 | |||
Depreciation, Depletion and Amortization, Nonproduction | 39,372 | 30,336 | 118,597 | 88,569 | |
Corporate [Member] | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Total assets | 89,720 | 89,720 | $ 26,466 | ||
Property, Plant and Equipment, Additions | 0 | 0 | |||
Depreciation, Depletion and Amortization, Nonproduction | $ 0 | $ 0 | $ 0 | $ 0 |
Segment and Geographic Inform59
Segment and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Total revenues | $ 273,616 | $ 210,116 | $ 801,458 | $ 622,418 | |
United States | 482,190 | 482,190 | $ 546,483 | ||
Total long-lived assets | 482,190 | 482,190 | 546,483 | ||
UNITED STATES | |||||
Total revenues | 201,543 | 142,691 | 589,797 | 424,804 | |
United States | 394,102 | 394,102 | 453,053 | ||
Total long-lived assets | 394,102 | 394,102 | 453,053 | ||
CANADA | |||||
Total revenues | 19,312 | 19,939 | 58,064 | 57,205 | |
IRELAND | |||||
Total revenues | 18,350 | 18,068 | 54,730 | 54,517 | |
All Other Countries [Member] | |||||
Total revenues | 34,411 | $ 29,418 | 98,867 | $ 85,892 | |
United States | 88,088 | 88,088 | 93,430 | ||
Total long-lived assets | $ 88,088 | $ 88,088 | $ 93,430 |
Accumulated Other Comprehensi60
Accumulated Other Comprehensive Income Roll Forward (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) Roll Forward [Line Items] | ||||||
Accumulated Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax | $ 0 | $ 0 | $ 0 | $ 0 | ||
Unrealized gain on available-for-sale investments, net of tax (benefit) | 0 | 0 | ||||
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax | 0 | $ (2,249) | 0 | $ (2,359) | ||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | (31,033) | (31,033) | $ (38,736) | $ (54,649) | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | 7,703 | 23,616 | ||||
Foreign currency translation adjustment | 7,703 | (328) | 23,616 | (9,566) | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning Balance | (38,736) | (54,649) | ||||
Other Comprehensive Income Loss Arising During Period Total Net of Tax | 7,703 | 23,616 | ||||
Other comprehensive income (loss), net of tax | 7,703 | $ (2,577) | 23,616 | $ (11,925) | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance | $ (31,033) | $ (31,033) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 31, 2017 | Aug. 02, 2017 | May 04, 2017 | Feb. 09, 2017 | Nov. 01, 2016 | Aug. 02, 2016 | May 05, 2016 | Feb. 10, 2016 | Oct. 05, 2017 |
Subsequent Event [Line Items] | |||||||||
Dividends declared date | Aug. 2, 2017 | May 4, 2017 | Feb. 9, 2017 | Nov. 1, 2016 | Aug. 2, 2016 | May 5, 2016 | Feb. 10, 2016 | ||
Dividend amount to be paid, per common share | $ 0.3850 | $ 0.3750 | $ 0.3650 | $ 0.3550 | $ 0.3450 | $ 0.3350 | $ 0.3250 | ||
Date dividend is payable | Sep. 1, 2017 | Jun. 2, 2017 | Mar. 9, 2017 | Dec. 5, 2016 | Sep. 1, 2016 | Jun. 2, 2016 | Mar. 10, 2016 | ||
Date shareholders must be on record for dividend | Aug. 14, 2017 | May 19, 2017 | Feb. 22, 2017 | Nov. 18, 2016 | Aug. 17, 2016 | May 18, 2016 | Feb. 23, 2016 | ||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 90 | ||||||||
Dividends declared date | Oct. 31, 2017 | ||||||||
Dividend amount to be paid, per common share | $ 0.3950 | ||||||||
Date dividend is payable | Dec. 5, 2017 | ||||||||
Date shareholders must be on record for dividend | Nov. 17, 2017 |