10-Q 1 jcom2013063010-q.htm 10-Q JCOM 2013.06.30 10-Q


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 

ý    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended June 30, 2013

OR

o    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 0-25965
 

j2 GLOBAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
51-0371142
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
Identification No.)
6922 Hollywood Boulevard, Suite 500
Los Angeles, California 90028
(Address of principal executive offices)

(323) 860-9200
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ý    No o

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

As of August 6, 2013, the registrant had 46,270,009 shares of common stock outstanding.

 



j2 GLOBAL, INC.
 
FOR THE QUARTER ENDED JUNE 30, 2013

INDEX
 
 
 
 
 
PAGE
 
 
 
 
PART I.
FINANCIAL INFORMATION
 
 
 
 
 
 
Item 1.  
Financial Statements
 
 
 
Condensed Consolidated Balance Sheets (unaudited)
 
 
Condensed Consolidated Statements of Income (unaudited)
 
 
Condensed Consolidated Statements of Comprehensive Income (unaudited)
 
 
Condensed Consolidated Statements of Cash Flows (unaudited)
 
 
Notes to Condensed Consolidated Financial Statements (unaudited)
 
 
 
 
 
Item 2.  
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
 
 
Item 3.  
Quantitative and Qualitative Disclosures About Market Risk
 
 
 
 
 
Item 4.  
Controls and Procedures
 
 
 
 
 
 
 
PART II.
OTHER INFORMATION
 
 
 
 
 
 
Item 1.  
Legal Proceedings
 
 
 
 
 
Item 1A.  
Risk Factors
 
 
 
 
 
Item 2.  
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
 
 
 
Item 3.  
Defaults Upon Senior Securities
 
 
 
 
 
Item 4.  
Mine Safety Disclosures
 
 
 
 
 
Item 5.  
Other Information
 
 
 
 
 
Item 6.  
Exhibits
 
 
 
 
 
 
Signature
 
 
 
 

-2-


PART I.  FINANCIAL INFORMATION
Item 1.
Financial Statements
j2 Global, Inc.
Condensed Consolidated Balance Sheets
(Unaudited, in thousands except share and per share data)
 
June 30,
2013
 
December 31,
2012
ASSETS
 
 
 
Cash and cash equivalents
$
214,926

 
$
218,680

Short-term investments
108,947

 
105,054

Accounts receivable, net of allowances of $2,983 and $3,213, respectively
62,270

 
37,285

Prepaid expenses and other current assets
16,828

 
15,388

Deferred income taxes
4,045

 
1,092

Total current assets
407,016

 
377,499

Long-term investments
29,002

 
19,841

Property and equipment, net
28,453

 
19,599

Trade names, net
85,606

 
71,409

Patent and patent licenses, net
18,056

 
19,329

Customer relationships, net
84,490

 
64,723

Goodwill
433,940

 
407,825

Other purchased intangibles, net
10,514

 
9,855

Deferred income taxes
3,670

 
1,852

Other assets
3,132

 
3,238

Total assets
$
1,103,879

 
$
995,170

LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

Accounts payable and accrued expenses
$
67,091

 
$
39,874

Income taxes payable
2,060

 
3,037

Deferred revenue, current
34,891

 
30,493

Liability for uncertain tax positions
5,532

 
5,523

Deferred income taxes
4,018

 
—

Total current liabilities
113,592

 
78,927

Long-term debt
245,427

 
245,194

Liability for uncertain tax positions
35,657

 
32,155

Deferred income taxes
41,279

 
32,393

Deferred revenue, non-current
12,960

 
1,609

Other long-term liabilities
1,155

 
1,557

Mandatorily redeemable financial instrument
9,408

 
8,740

Total liabilities
459,478

 
400,575

Commitments and contingencies
—

 
—

Preferred stock, $0.01 par value. Authorized 1,000,000 and none issued
—

 
—

Common stock, $0.01 par value. Authorized 95,000,000 at June 30, 2013 and December 31, 2012; total issued 45,569,335 and 45,094,191 shares at June 30, 2013 and December 31, 2012, respectively; and total outstanding 45,569,335 and 45,094,191 shares at June 30, 2013 and December 31, 2012, respectively
456

 
451

Additional paid-in capital
181,274

 
169,542

Retained earnings
460,880

 
424,790

Accumulated other comprehensive income (loss)
2,797

 
(88
)
Total j2 Global, Inc. stockholders’ equity
645,407

 
594,695

Noncontrolling interest
(1,006
)
 
(100
)
Total stockholders’ equity
644,401

 
594,595

Total liabilities and stockholders’ equity
$
1,103,879

 
$
995,170

See Notes to Condensed Consolidated Financial Statements

-3-


j2 Global, Inc.
Condensed Consolidated Statements of Income
(Unaudited, in thousands except share and per share data)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Revenues:
 
 
 
 
 
 
 
Total revenues
$
141,361

 
$
89,465

 
254,978

 
176,117

 
 
 
 
 
 
 
 
Cost of revenues (including share-based compensation of $205 and $419 for the three and six months of 2013, respectively, and $192 and $434 for the three and six months of 2012, respectively)
22,679

 
16,187

 
42,914

 
32,051

Gross profit
118,682

 
73,278

 
212,064

 
144,066

Operating expenses:
 

 
 

 
 

 
 

Sales and marketing (including share-based compensation of $432 and $850 for the three and six months of 2013, respectively, and $352 and $727 for the three and six months of 2012, respectively)
35,213

 
13,860

 
64,851

 
28,721

Research, development and engineering (including share-based compensation of $102 and $208 for the three and six months of 2013, respectively, and $117 and $233 for the three and six months of 2012, respectively)
6,388

 
4,617

 
13,134

 
9,106

General and administrative (including share-based compensation of $1,596 and $3,206 for the three and six months of 2013, respectively, and $1,494 and $3,054 for the three and six months of 2012, respectively)
24,474

 
14,774

 
48,485

 
28,603

Total operating expenses
66,075

 
33,251

 
126,470

 
66,430

Operating income
52,607

 
40,027

 
85,594

 
77,636

Interest and other income (expense), net
(4,817
)
 
809

 
(9,533
)
 
91

Income before income taxes
47,790

 
40,836

 
76,061

 
77,727

Income tax expense
11,823

 
9,648

 
17,323

 
18,000

Net income
35,967

 
31,188

 
$
58,738

 
$
59,727

Less net loss attributable to noncontrolling interest
(73
)
 
—

 
(224
)
 
—

Net income attributable to j2 Global, Inc. common shareholders
$
36,040

 
$
31,188

 
$
58,962

 
$
59,727

Net income per common share:
 

 
 

 
 

 
 

Basic
$
0.78

 
$
0.68

 
$
1.28

 
$
1.28

Diluted
$
0.77

 
$
0.67

 
$
1.26

 
$
1.27

Weighted average shares outstanding:
 

 
 

 
 

 
 

Basic
45,428,230

 
45,373,930

 
45,294,925

 
45,887,185

Diluted
46,018,245

 
45,569,564

 
45,881,465

 
46,203,491

Cash dividends paid per common share
$
0.24

 
$
0.22

 
$
0.47

 
$
0.43

 
See Notes to Condensed Consolidated Financial Statements

-4-


j2 Global, Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited, in thousands)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
Net income
$
35,967

 
$
31,188

 
$
58,738

 
$
59,727

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Foreign currency translation adjustment, net of tax expense (benefit) of ($264) and ($978) for three and six months of 2013, respectively, and ($431) and $7 for the three and six months of 2012, respectively
(363
)
 
(1,430
)
 
(2,116
)
 
24

Unrealized gain (loss) on available-for-sale investments, net of tax expense (benefit) of $1,287 and $2,915 for the three and six months of 2013, respectively, and ($17) and $48 for the three and six months of 2012, respectively
2,180

 
(26
)
 
5,001

 
72

Other comprehensive income (loss), net of tax
1,817

 
(1,456
)
 
2,885

 
96

Comprehensive income
37,784

 
29,732

 
$
61,623

 
$
59,823

Net loss attributable to noncontrolling interest
(73
)
 
—

 
(224
)
 
—

Foreign currency translation adjustment attributable to noncontrolling interest, net of tax expense (benefit) of ($11) and ($17) for the three and six months of 2013, respectively, and zero and zero for the three and six months of 2012, respectively
(15
)
 
—

 
(22
)
 
—

Comprehensive income attributable to j2 Global, Inc.
$
37,872

 
$
29,732

 
$
61,869

 
$
59,823


See Notes to Condensed Consolidated Financial Statements


-5-


j2 Global, Inc.
Condensed Consolidated Statement of Cash Flows
(Unaudited, in thousands)
 
Six Months Ended June 30,
 
2013
 
2012
Cash flows from operating activities:
 
 
 
Net income
$
58,738

 
$
59,727

Adjustments to reconcile net earnings to net cash provided by operating activities:
 

 
 

Depreciation and amortization
18,241

 
10,197

Amortization of discount or premium of investments
820

 
581

Amortization of financing costs and discounts
300

 
—

Share-based compensation
4,683

 
4,425

Excess tax benefits from share-based compensation
(1,581
)
 
(1,107
)
Provision for doubtful accounts
1,279

 
2,601

Deferred income taxes
(542
)
 
(3,307
)
Decrease (increase) in:
 

 
 

Accounts receivable
2,886

 
(1,313
)
Prepaid expenses and other current assets
929

 
(425
)
Other assets
487

 
(257
)
(Decrease) increase in:
 

 
 

Accounts payable and accrued expenses
4,998

 
(2,142
)
Income taxes payable
212

 
11,903

Deferred revenue
14,049

 
822

Liability for uncertain tax positions
3,512

 
3,590

Other
10

 
29

Net cash provided by operating activities
109,021

 
85,324

Cash flows from investing activities:
 

 
 

Maturity of certificates of deposit
31,120

 
—

Purchase of certificates of deposit
(13,861
)
 
(9,157
)
Sales of available-for-sale investments
67,261

 
55,061

Purchase of available-for-sale investments
(91,729
)
 
(28,242
)
Purchases of property and equipment
(5,989
)
 
(2,790
)
Acquisition of businesses, net of cash received
(81,150
)
 
(18,843
)
Purchases of intangible assets
(1,261
)
 
(2,745
)
Net cash used in investing activities
(95,609
)
 
(6,716
)
Cash flows from financing activities:
 

 
 

Debt issuance costs
(47
)
 
(77
)
Repurchases of common stock and restricted stock
(2,266
)
 
(60,224
)
Issuance of common stock under employee stock purchase plan
106

 
61

Exercise of stock options
6,524

 
2,991

Dividends paid
(21,762
)
 
(19,901
)
Excess tax benefits from share-based compensation
1,581

 
1,107

Net cash used in financing activities
(15,864
)
 
(76,043
)
Effect of exchange rate changes on cash and cash equivalents
(1,302
)
 
949

Net change in cash and cash equivalents
(3,754
)
 
3,514

Cash and cash equivalents at beginning of period
218,680

 
139,359

Cash and cash equivalents at end of period
$
214,926

 
$
142,873

See Notes to Condensed Consolidated Financial Statements

-6-


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013
(UNAUDITED)
1.
    Basis of Presentation

j2 Global, Inc., together with its subsidiaries (“j2 Global”, the "Company", “our”, “us” or “we”), is a leading provider of services delivered through the Internet. Through our Business Cloud Services Division, we provide cloud services to businesses of all sizes, from individuals to enterprises. Our Digital Media Division operates a portfolio of web properties providing technology, gaming and lifestyle content and an innovative data-driven platform to connect advertisers with visitors to those properties in addition to websites operated by third parties that are part of the Division's advertising network.

The accompanying interim condensed consolidated financial statements include the accounts of j2 Global and its direct and indirect wholly-owned and less-than-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 accounting principles generally accepted in the United States of America (“GAAP”), including those for interim financial information and with the 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. 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. These financial statements should be read in conjunction with the audited financial statements and related notes for the year ended December 31, 2012 included in our Annual Report on Form 10-K filed with the SEC on March 1, 2013. 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 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. 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 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 historical volume of credit card declines, an evaluation of current market conditions and past due invoices based on historical experience. These reserves for the Company's Digital Media segment are typically driven by past due invoices based on historical experience. Management evaluates the adequacy of these reserves on an ongoing basis.

Revenue Recognition

Business Cloud Services

The Company's Business Cloud Services revenues substantially consist of monthly recurring subscription and usage-based fees, which are primarily paid in advance by credit card. In accordance with GAAP, the Company 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.

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 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

-7-


executed the portion of the payment attributable to past use of the patented technology and amortizes the remaining portion of such payments on a straight-line basis 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. 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.

Fair Value Measurements

j2 Global complies with the provisions of Financial Accounting Standards Board (“FASB”) ASC Topic No. 820, Fair Value Measurements and Disclosures (“ASC 820”), in measuring fair value and in disclosing fair value measurements. ASC 820 provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities.

As of June 30, 2013 and December 31, 2012, 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 senior unsecured notes was determined using the quoted market prices of debt instruments with similar terms and maturities. 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.

Debt Issuance Costs and Debt Discount

j2 Global capitalizes costs incurred with borrowing and issuance of debt securities and records debt discounts as a reduction to the debt amount. j2 Global capitalized costs incurred in connection with its sale of senior unsecured notes within long-term other assets and recorded the original purchase discount as a reduction to such notes (See Note 7 - Long Term Debt). 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 interest method.
 

-8-


Concentration of Credit Risk

All of the Company’s cash, cash equivalents and marketable securities are invested at major financial institutions primarily within the United States, United Kingdom and Ireland. These institutions are required to invest the Company’s cash in accordance with the Company’s investment policy with the principal objectives being preservation of capital, fulfillment of liquidity needs and above market returns commensurate with preservation of capital. The Company’s investment policy also requires that investments in marketable securities be in only highly rated instruments, with limitations on investing in securities of any single issuer. However, these investments are not insured against the possibility of a total or near complete loss of earnings or principal and are inherently subject to the credit risk related to the continued credit worthiness of the underlying issuer and general credit market risks. At June 30, 2013 and December 31, 2012, the Company’s cash and cash equivalents were maintained in accounts that are insured up to the limit determined by the applicable governmental agency. j2 Global's deposits held in qualifying financial institutions in Ireland are fully insured through March 28, 2018 to the extent on deposit prior to March 28, 2013. With respect to the Company's deposits with financial institutions in other jurisdictions, the insured amount is immaterial in comparison to the total uninsured cash and cash equivalents on deposit.  These financial institutions are primarily in the United States and United Kingdom, however, the Company has accounts with financial institutions in several other countries, including Australia, Austria, China, France, Germany, Italy, Japan, New Zealand, the Netherlands and Poland.

Income Taxes

The Company must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the following areas, among others: (i) calculation of tax credits, benefits and deductions; (ii) calculation of tax assets and liabilities arising from differences in the timing of recognition of revenue and expense for tax and financial statement purposes; and (iii) interest and penalties related to uncertain tax positions. Significant changes to these estimates may result in an increase or decrease to the Company’s tax provision in the current or a subsequent period.

The Company must assess the likelihood that it will be able to recover its deferred tax assets. If recovery is not likely, the Company must increase its provision for taxes by recording a valuation allowance against the deferred tax assets that the Company estimates will not ultimately be recoverable. The Company believes that it will ultimately recover a substantial majority of the deferred tax assets recorded on its consolidated condensed balance sheets. However, should there be a change in the Company’s ability to recover its deferred tax assets, the Company’s tax provision would increase in the period in which j2 Global determined that the recovery was not likely.

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws. j2 Global recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. If the Company determines that a tax position will more likely than not be sustained on audit, then the second step requires j2 Global to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as j2 Global has to determine the probability of various possible outcomes. j2 Global reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.

Reclassifications

Certain prior year reported amounts have been reclassified to conform with the 2013 presentation.

2.
    Recent Accounting Pronouncements
 
In July 2012, the FASB issued ASU No. 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, which simplifies how entities test indefinite-lived intangible assets other than goodwill for impairment and permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative impairment test. This ASU is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 (early adoption is permitted). The Company adopted this guidance and did not have a significant impact on the Company's consolidated financial position or results of operations.


-9-


In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, ("AOCI"), which provides guidance on disclosure requirements for items reclassified out of AOCI. This new guidance requires entities to present (either on the face of the income statement or in the notes) the effects on the line items of the income statement for amounts reclassified out of AOCI. This guidance is effective prospectively for reporting periods beginning after December 15, 2012. This new guidance requires disclosures but did not have a material impact on our financial statements.

In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This ASU is effective for fiscal years beginning after December 15, 2013. The Company is currently assessing the impact, if any, from this update with the principal potential impact expected to be related to the presentation of unrecognized tax benefits on the condensed consolidated balance sheet.

3.
    Business Acquisitions

The Company has completed the following acquisitions during the first six months of fiscal 2013, paying the purchase price in cash for each transaction: (a) share purchase of IGN Entertainment, Inc., an online publisher of video games, entertainment and men's lifestyle content; (b) share purchase of MetroFax, Inc., a provider of online faxing services and advanced features; (c) share purchase of Backup Connect BV, an online backup provider based in the Netherlands; (d) share purchase of NetShelter, the largest community of technology publishers dedicated to consumer electronics, computing and mobile communications; and (e) other immaterial share and asset acquisitions of online data backup businesses.

The condensed consolidated statement of income, since the date of each acquisition, and balance sheet, as of June 30, 2013, reflect the results of operations of all 2013 acquisitions. For the six months ended June 30, 2013, these acquisitions contributed $31.9 million to the Company's revenues. Net income contributed by these acquisitions was not separately identifiable due to j2 Global's integration activities. Total consideration for these transactions was $106.0 million, net of cash acquired and including $14.0 million in assumed liabilities consisting primarily of deferred revenues, trade accounts payable, other accrued liabilities and net deferred tax liabilities.

The following table summarizes the allocation of the purchase consideration for these acquisitions (in thousands):
 Asset
Valuation
Accounts Receivable
$
22,839

Property and Equipment
2,515

Other Assets
2,564

Deferred Tax Asset
2,058

Software
2,973

Content
2,460

Trade Names
16,626

Customer Relationships
15,524

Advertiser Relationships
11,770

Goodwill
26,665

 Total
$
105,994


The initial accounting for these acquisitions is incomplete and subject to change, which may be significant. j2 Global has recorded provisional amounts for certain property and equipment, intangible assets (including trade names and software), preliminary working capital and related tax items. During the second quarter 2013, the Company recorded an adjustment to initial working capital related to the acquisition of IGN Entertainment, Inc. which increased acquired accounts receivable and reduced assumed liabilities with a corresponding reduction to goodwill in the amount of $3.8 million. Actual amounts recorded upon finalization of the purchase accounting may differ materially from the information presented in this Quarterly Report on Form 10-Q.

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

-10-


these acquisitions during the six months ended June 30, 2013 is $26.7 million, of which $15.2 million is expected to be deductible for income tax purposes.

Pro Forma Financial Information for 2013 Acquisitions

The following unaudited pro forma supplemental information is based on estimates and assumptions, which j2 Global believes are reasonable. However, this information is not necessarily indicative of the Company's consolidated financial position or results of income in future periods or the results that actually would have been realized had j2 Global and the acquired businesses been combined companies during the periods presented. These pro forma results exclude any savings or synergies that would have resulted from these business acquisitions had they occurred on January 1, 2012 and do not take into consideration the exiting of any acquired lines of business. This unaudited pro forma supplemental information includes incremental intangible asset amortization and other charges as a result of the acquisitions, net of the related tax effects.

The supplemental information on an unaudited pro forma financial basis presents the combined results of j2 Global and its 2013 acquisitions as if each acquisition had occurred on January 1, 2012 (in thousands, except per share amounts):
 
Six Months Ended June 30, 2013
 
Six Months Ended June 30, 2012
 
(unaudited)
 
(unaudited)
Revenues
$
268,853

 
$
236,740

Net Income
$
58,687

 
$
61,958

EPS - Basic
$
1.27

 
$
1.33

EPS - Diluted
$
1.26

 
$
1.32


4.
    Investments

Short-term investments consist generally of corporate and governmental debt securities and certificates of deposits which are stated at fair market value. Realized gains and losses of short and long-term investments are recorded using the specific identification method.

The following table summarizes j2 Global’s debt securities designated as available-for-sale, classified by the contractual maturity date of the security (in thousands):
 
June 30,
2013
 
December 31, 2012
Due within 1 year
$
60,356

 
$
46,681

Due within more than 1 year but less than 5 years
26,475

 
17,209

Due within more than 5 years but less than 10 years
—

 
—

Due 10 years or after
2,527

 
2,633

Total
$
89,358

 
$
66,523


The following table summarizes the Company’s investments designated as trading and available-for-sale (in thousands):

 
June 30,
2013
 
December 31, 2012
Trading
$
14

 
$
3

Available-for-sale
120,828

 
90,017

Total
$
120,842

 
$
90,020

 

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The following table summarizes the gross unrealized gains and losses and fair values for the Company's available-for-sale investments as of June 30, 2013 and December 31, 2012 aggregated by major security type (in thousands):
 
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
June 30, 2013
 
 
 
 
 
 
 
Debt Securities
$
89,435

 
$
111

 
$
(188
)
 
$
89,358

Equity Securities
20,610

 
10,941

 
(81
)
 
31,470

Total
$
110,045

 
$
11,052

 
$
(269
)
 
$
120,828

December 31, 2012
 

 
 

 
 

 
 

Debt Securities
$
66,541

 
$
149

 
$
(167
)
 
$
66,523

Equity Securities
20,610

 
3,251

 
(367
)
 
23,494

Total
$
87,151

 
$
3,400

 
$
(534
)
 
$
90,017


At June 30, 2013, corporate and governmental debt securities, which have a fixed interest rate, were recorded as available-for-sale. There have been no significant changes in the maturity dates and average interest rates for the Company’s investment portfolio and debt obligations subsequent to June 30, 2013. At June 30, 2013, equity securities were recorded as available-for-sale and represent a strategic equity investment. At June 30, 2013, the Company’s available-for-sale securities are carried at fair value, with the unrealized gains and losses reported as a component of stockholders’ equity. Short-term investments include restricted balances that the Company may not liquidate until maturity, generally within 12 months.  Restricted balances included in short-term investments were $11.4 million at June 30, 2013.
 
Investments in an unrealized loss position as of June 30, 2013 and December 31, 2012 but in a continuous unrealized loss position for less than 12 months had a fair value of $48.4 million and $31.8 million, respectively. Investments in a continuous unrealized loss position for 12 months and longer as of June 30, 2013 and December 31, 2012 had a fair value of zero and $2.2 million, respectively, of which loss positions are determined to be temporary in nature.

Recognition and Measurement of Other-Than-Temporary Impairment

j2 Global regularly reviews and evaluates each investment that has an unrealized loss. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. Unrealized losses that are determined to be temporary in nature are recorded, net of tax, in accumulated other comprehensive income for available-for-sale securities.

Regardless of the classification of the securities, the Company has assessed each position for impairment.

Factors considered in determining whether a loss is temporary include:

•
the length of time and the extent to which fair value has been below cost;
•
the severity of the impairment;
•
the cause of the impairment and the financial condition and near-term prospects of the issuer;
•
activity in the market of the issuer which may indicate adverse credit conditions; and
•
the Company’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery.

j2 Global’s review for impairment generally entails:

•
identification and evaluation of investments that have indications of possible impairment;
•
analysis of individual investments that have fair values less than amortized cost, including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period;
•
discussion of evidential matter, including an evaluation of factors or triggers that could cause individual investments to qualify as having an other-than-temporary impairment and those that would not support an other-than-temporary impairment;
•
documentation of the results of these analyses, as required under business policies; and
•
information provided by third-party valuation experts.

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For these securities, a critical component of the evaluation for other-than-temporary impairments is the identification of credit impairment, where management does not expect to receive cash flows sufficient to recover the entire amortized cost basis of the security. Credit impairment is assessed using a combination of a discounted cash flow model that estimates the cash flows on the underlying securities and a market comparables method, where the security is valued based upon indications from the secondary market of what discounts buyers demand when purchasing similar securities. The cash flow model incorporates actual cash flows from the securities through the current period and then projects the remaining cash flows using relevant interest rate curves over the remaining term. These cash flows are discounted using a number of assumptions, some of which include prevailing implied credit risk premiums, incremental credit spreads and illiquidity risk premiums, among others.
 
Securities that have been identified as other-than-temporarily impaired are written down to their current fair value. For debt securities that are intended to be sold or that management believes it more-likely-than-not that will be required to sell prior to recovery, the full impairment is recognized immediately in earnings.
 
For available-for-sale securities that management has no intent to sell and believes that it more-likely-than-not will not be required to sell prior to recovery, only the credit loss component of the impairment is recognized in earnings, while the rest of the fair value impairment is recognized in other comprehensive income. The credit loss component recognized in earnings is identified as the amount of principal cash flows not expected to be received over the remaining term of the security.

5.
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 fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

 
§
Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
 
 
 
 
§
Level 2 – Include other inputs that are directly or indirectly observable in the marketplace.
 
 
 
 
§
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 measures its cash equivalents and investments at fair value. j2 Global’s cash equivalents, short-term investments and other debt securities are primarily classified within Level 1. Cash equivalents and marketable securities are valued primarily using quoted market prices utilizing market observable inputs. The fair value of the senior unsecured notes (See Note 7 - Long-Term Debt) was determined using the quoted market prices of debt instruments with similar terms, credit rating and maturities, which are considered Level 2 inputs. The total carrying value of long-term debt was $245.4 million and $245.2 million, and the corresponding fair value was approximately $272.6 million and $275.5 million, at June 30, 2013 and December 31, 2012, respectively.
 

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The following tables present the fair values of the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands):
 
June 30, 2013
Level 1
 
Level 2
 
Level 3
 
Fair Value
Cash equivalents:
 
 
 
 
 
 
 
   Money market and other funds
124,047

 
—

 
—

 
124,047

   Time deposits
5,142

 
—

 
—

 
5,142

   Municipal bonds

500

 
—

 
—

 
500

   Corporate commercial papers

6,998

 
—

 
—

 
6,998

Certificates of deposit
17,108

 
—

 
—

 
17,108

Equity securities
31,483

 
—

 
—

 
31,483

Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies
15,137

 
—

 
—

 
15,137

Debt securities issued by states of the U.S. and political subdivisions of the states
4,743

 
—

 
—

 
4,743

Debt securities issued by foreign governments
4,502

 
—

 
—

 
4,502

Corporate debt securities
64,976

 
—

 
—

 
64,976

Total
$
274,636

 
$
—

 
$
—

 
$
274,636

 
 
 
 
 
 
 
 
December 31, 2012
Level 1
 
Level 2
 
Level 3
 
Fair Value
Cash equivalents:
 
 
 
 
 
 
 
   Money market and other funds
99,351

 
—

 
—

 
99,351

   Time deposits
22,093

 
—

 
—

 
22,093

   Municipal bonds

—

 
—

 
—

 
—

   Corporate commercial papers

—

 
—

 
—

 
—

Certificates of deposit
34,876

 
—

 
—

 
34,876

Equity securities
23,497

 
—

 
—

 
23,497

Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies
6,450

 
—

 
—

 
6,450

Debt securities issued by states of the U.S. and political subdivisions of the states
11,658

 
—

 
—

 
11,658

Debt securities issued by foreign governments
3,589

 
—

 
—

 
3,589

Corporate debt securities
44,826

 
—

 
—

 
44,826

Total
$
246,340

 
$
—

 
$
—

 
$
246,340


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

6.
    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 purchase 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 using the straight-line method over estimated useful lives ranging from one to 20 years.

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The changes in carrying amounts of goodwill for the six months ended June 30, 2013 are as follows (in thousands):

Balance as of January 1, 2013
$
407,825

Goodwill acquired (Note 3)
26,665

Purchase accounting adjustments
174

Foreign exchange translation
(724
)
Balance as of June 30, 2013
$
433,940


The Company's goodwill balance was $433.9 million as of June 30, 2013, of which $305.9 million and $128.0 million were recorded in the Business Cloud Services and Digital Media segment, respectively.

Intangible assets are summarized as of June 30, 2013 and December 31, 2012 as follows (in thousands):

Intangible Assets with Indefinite Lives:

 
June 30,
2013
 
December 31,
2012
Trade name
$
27,379

 
$
27,379

Other
5,432

 
5,433

Total
$
32,811

 
$
32,812


Intangible Assets Subject to Amortization:

As of June 30, 2013, intangible assets subject to amortization relate primarily to the following (in thousands):
 
 
Weighted-Average
  Amortization
Period
 
Historical
Cost
 
Accumulated
Amortization
 
Net
Tradenames
17.1 years
 
$
66,750

 
$
(8,523
)
 
$
58,227

Patent and patent licenses
8.2 years
 
45,175

 
(27,119
)
 
18,056

Customer relationships
7.1 years
 
113,284

 
(28,794
)
 
84,490

Other purchased intangibles
4.0 years
 
16,063

 
(10,981
)
 
5,082

Total
 
 
$
241,272

 
$
(75,417
)
 
$
165,855


As of December 31, 2012, intangible assets subject to amortization relate primarily to the following (in thousands):

 
Weighted-Average
  Amortization
Period
 
Historical
Cost
 
Accumulated
Amortization
 
Net
Tradenames
17.7 years
 
$
50,257

 
$
(6,227
)
 
$
44,030

Patent and patent licenses
8.2 years
 
44,048

 
(24,719
)
 
19,329

Customer relationships
7.0 years
 
86,473

 
(21,750
)
 
64,723

Other purchased intangibles
4.4 years
 
13,322

 
(8,900
)
 
4,422

Total
 
 
$
194,100

 
$
(61,596
)
 
$
132,504


Amortization expense, included in general and administrative expense, approximated $7.3 million and $3.7 million for the three month periods ended June 30, 2013 and 2012, respectively, and $14.0 million and $7.1 million for the six month periods ended June 30, 2013 and 2012, respectively.  Amortization expense is estimated to approximate $28.2 million, $25.8 million, $23.4

-15-


million, $21.3 million and $19.1 million for fiscal years 2013 through 2017 respectively, and $62.2 million thereafter through the duration of the amortization period.

7.
    Long-Term Debt

On July 26, 2012, j2 Global issued in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended, $250 million aggregate principal amount of 8.0% senior unsecured notes (the “Notes”) due August 1, 2020. j2 Global received proceeds of $245 million in cash, net of initial purchaser's discounts and commissions of $5 million. As of June 30, 2013, the unamortized discount on long-term debt was approximately $4.6 million. Other fees of approximately $1.3 million were incurred in connection with the issuance of the Notes and recorded in long-term other assets. The net proceeds were available for general corporate purposes, including acquisitions. Interest is payable semi-annually on February 1 and August 1 of each year beginning on February 1, 2013. j2 Global has the option to call the Notes in whole or in part after August 1, 2016, subject to certain premiums as defined in the indenture governing the Notes plus accrued and unpaid interest. In addition, at any time before August 1, 2016, j2 Global may redeem the Notes, in whole or in part, at a "make-whole" redemption price specified in the indenture plus accrued and unpaid interest, if any, to (but not including) the redemption date. Also, j2 Global may redeem up to 35% of the aggregate principal amount of the Notes using proceeds from certain public offerings of our equity securities at a price equal to 108% of the principal amount plus accrued and unpaid interest, if any, prior to August 1, 2015. Upon a change in control, the holders may put the Notes at 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to the repurchase date. The Notes are not guaranteed by any of the j2 Global's subsidiaries as of June 30, 2013, because, as of such date, all of j2 Global's existing domestic restricted subsidiaries are deemed insignificant subsidiaries (as that term is defined in the indenture).  If j2 Global or any of its restricted subsidiaries acquires or creates a domestic restricted subsidiary, other than an insignificant subsidiary, 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, j2 Global's obligations under the Notes.

The indenture to the Notes contains certain restrictive and other covenants applicable to j2 Global and subsidiaries designated as restricted subsidiaries including, but not limited to, limitations on debt and disqualified or preferred stock, restricted payments, liens, sale and leaseback transactions, dividends and other payment restrictions, asset sales and transactions with affiliates. As of June 30, 2013, j2 Global was in compliance with all such covenants. 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 agreement.

The amount recorded in long-term debt in the consolidated balance sheet for the Notes is equal to the aggregate principal amount of the Notes, net of initial purchaser's discounts. The estimated fair value of the Notes was $272.6 million as of June 30, 2013 and was based on the quoted market prices of debt instruments with similar terms, credit rating and maturities of the Notes as of June 30, 2013.

Cash paid for interest for the six months ended June 30, 2013 was $10.3 million.

Long-term debt as of June 30, 2013 consists of the following (in thousands):
 
Notes
$
245,427

 
 

Total long-term debt
245,427

Less: Current portion
—

Total long-term debt, less current portion
$
245,427


8.
    Commitments and Contingencies

Litigation

From time-to-time, j2 Global is involved in litigation and other disputes or regulatory inquiries that arise in the ordinary course of its business. Many of these actions involve or are filed in response to patent actions filed by j2 Global against others. The number and significance of these disputes and inquiries has increased as our business has expanded and j2 Global has grown. Any claims or regulatory actions against j2 Global, whether meritorious or not, could be time-consuming, result in costly litigation, require significant management time and result in diversion of significant operational resources.
As part of the Company's continuing effort to prevent the unauthorized use of its intellectual property, j2 Global has brought claims against several companies for infringing its patents relating to online fax, voice and other messaging technologies,

-16-


including, among others, OpenText Corporation and its Captaris business (“OpenText”), EasyLink Services International Corporation (“EasyLink”), RingCentral, Inc. (“RingCentral”), Vitelity Communications, Inc. (“Vitelity”), EC Data Systems, Inc. (“EC Data”) and Integrated Global Concepts, Inc. (“IGC”).

On April 23, 2013, j2 Global reached a settlement of its litigation with OpenText, EasyLink, and EasyLink subsidiary Xpedite Systems, LLC. As part of this settlement, OpenText agreed to pay j2 Global $27,000,000.00 in exchange for a fully paid-up license to U.S. Patents Nos. 6,208,638 (the “'638 Patent”), 6,350,066 (the “'066 Patent”), 6,597,688 (the “'688 Patent”), 7,020,132 (the “'132 Patent”), and 6,020,980 (the “'980 Patent”) (collectively, the “j2 Global Licensed Patents”). OpenText also agreed to pay j2 Global a running royalty for a license to the j2 Global Licensed Patents for sales of fax software and services to individual and small office/home office customers, provided that such royalty exceeds a stipulated minimum amount. In connection with the settlement, OpenText granted j2 Global a fully paid-up license to United States Patent Nos. 5,872,640 and 7,804,823, together with all continuations, counterparts and reissues, for fax software and services sales. The following cases were dismissed with prejudice as part of this settlement: j2 Global v. Captaris, Inc.; j2 Global v. EasyLink; Xpedite Systems, LLC v. j2 Global; Advanced Messaging Technologies, Inc. v. EasyLink; and j2 Global v. OpenText and EasyLink.
On April 26, 2013, j2 Global reached a settlement of its litigation with RingCentral and the parties have dismissed all claims in the pending litigation with prejudice. The following cases were dismissed: j2 Global and one of its affiliates had filed suit against RingCentral in the United States District Court for the Central District of California (the “Central District of California”), alleging infringement of the '638, '066, and '132 Patents and seeking a permanent injunction against continued infringement, a finding of willfulness, compensatory and treble damages, attorneys' fees, and interest and costs. RingCentral had filed counterclaims for infringement of U.S. Patent Number 7,702,669 (the “'669 Patent”) and unfair competition in violation of California's Business & Professions Code § 17200 et. seq. In connection with its counterclaims, RingCentral had sought a declaratory judgment of non-infringement and invalidity of the '638, '066, and '132 Patents and damages, injunctive relief, interest, and attorneys' fees and costs for the alleged infringement of the '669 Patent.
On September 23, 2011, j2 Global and one of its affiliates filed suit against Vitelity in the Central District of California, alleging infringement of the '638 and '066 Patents. On June 15, 2012, Vitelity filed counterclaims for invalidity and non-infringement of the '638 and '066 Patents. On July 17, 2013, the parties filed a Joint Claim Construction and Prehearing Statement; on the same day, each party filed its Opening Markman Brief. The Markman hearing is set for September 13, 2013.

On February 21, 2012, EC Data filed a complaint against j2 Global and one of its affiliates in the United District Court for the District of Colorado, seeking declaratory judgment of non-infringement of the '638 and '066 Patents. On April 9, 2012, j2 Global filed an answer to the complaint and counterclaims asserting that EC Data infringes these and other patents. On May 14, 2012, EC Data filed an answer to j2 Global's counterclaims and asserted counterclaims for declaratory judgments of non-infringement and invalidity of the '132 Patent and non-infringement of the '688 Patent. On August 29, 2012, the Court granted j2 Global's motion to transfer the case to the Central District of California. On May 31, 2012, EC Data submitted a request to the USPTO to submit the '132 Patent into inter-partes reexamination proceedings. On August 22, 2012, the USPTO granted EC Data's reexamination request and issued a non-final office action rejecting certain of the '132 Patent's claims; On April 25, 2013, the USPTO issued an Action Closing Prosecution and on July 26, 2013 a second Action Closing Prosecution. On July 17, 2013, the parties filed a Joint Claim Construction and Prehearing Statement; on the same day, each party filed its Opening Markman Brief. The Markman hearing is set for September 12, 2013.

On June 28, 2013, j2 Global filed suit against EC Data in the Central District of California, alleging infringement of '980 Patent. EC Data has not yet filed its answer to j2 Global's complaint.

On September 15, 2006, one of j2 Global's affiliates filed a patent infringement suit against IGC in the United States District Court for the Northern District of Georgia (the “Northern District of Georgia”). On May 13, 2008, IGC filed counterclaims alleging violations of Section 2 of the Sherman Act and breach of contract. IGC is seeking damages, including treble and punitive damages, an injunction against further violations, divestiture of certain assets, and attorneys' fees and costs. On February 18, 2009, the Court granted the j2 Global affiliate's motion to stay the case pending the conclusion of the j2 Global affiliate's appeal of a summary judgment ruling of non-infringement in another case involving the same patents and issues as this action. On January 22, 2010, the United States Court of Appeals for the Federal Circuit affirmed the non-infringement ruling in the other case and on June 7, 2010 the Court lifted the stay. On September 2, 2011, the Northern District of Georgia Court granted the j2 Global affiliate's motion to dismiss IGC's breach of contract counterclaim and one portion of IGC's antitrust counterclaim. On October 21, 2011, IGC filed a motion to strike certain of the affirmative defenses asserted by the j2 Global affiliate, which the Northern District of Georgia Court granted in part on July 26, 2012, striking certain of the affirmative defenses at issue. Following additional discovery, on June 20, 2012, the j2 Global affiliate filed a motion to dismiss its infringement claims and IGC's counterclaims for declaratory

-17-


relief. On July 27, 2012, the Northern District of Georgia Court granted the j2 Global affiliate's motion to dismiss, dismissing the j2 Global affiliate's infringement claims and IGC's related counterclaims. Discovery is ongoing.
On April 20, 2012, j2 Global and a different affiliate filed suit against IGC in the Central District of California. The complaint alleged infringement of the '638, '066, '688, and '132 Patents. j2 Global and its affiliate sought a permanent injunction against continued infringement, a finding of willfulness, compensatory and treble damages, attorneys' fees, interest, and costs. On July 2, 2012, IGC filed a motion to dismiss the complaint or stay the action on the basis that the case is governed by a forum selection clause in a contract between a predecessor entity of j2 Global and IGC that allegedly mandates the United States District Court for the Northern District of California (the “Northern District of California”) as the venue. On July 9, 2012, j2 Global filed its opposition to IGC's motion to dismiss. On August 7, 2012, the Court granted in part IGC's motion to dismiss and stayed the case pending a ruling by the Northern District of California on j2 Global's motion to dismiss or transfer in IGC's lawsuit against j2 Global in the Northern District of California. On May 8, 2013, IGC moved to dismiss the case for improper venue, based on the pendency of IGC's lawsuit against j2 in the Northern District of California. On June 27, 2013, the Court granted IGC's motion.
On July 2, 2012, IGC filed suit against j2 Global and one of its affiliates in the Northern District of California, alleging that j2 Global - through filing suit in the Central District of California - breached a contract not to sue IGC. IGC seeks monetary damages, attorneys' fees, fees and costs, injunctive relief, and specific performance of the alleged covenant not to sue IGC. On August 24, 2012, j2 Global filed a motion to dismiss or alternatively to transfer the case to the Central District of California. The motion was heard on October 26, 2012; the Court denied the motion on March 29, 2013. On April 12, 2013, j2 Global filed its answer and asserted counterclaims for infringement of the '638, '066, '688, and '132 Patents. On May 3, 2013, IGC asserted counterclaims seeking declaratory judgments of invalidity, unenforceability and non-infringement of the '638, '066, '688, and '132 Patents, implied license and exhaustion, punitive damages, attorneys' fees and costs. On June 28, 2013, the Court granted in part and denied in part j2 Global's motion to dismiss certain of IGC's counterclaims, dismissing the claims for declaratory judgment of exhaustion and punitive damages. Discovery is underway, and the Court has set a trial date of April 21, 2014 on the issue of interpretation of the contract that IGC alleges j2 breached.
On June 27, 2013, j2 Global filed suit against IGC in the Northern District of California, alleging infringement of '980 Patent. IGC's answer to j2 Global's complaint is due by August 29, 2013.
On February 17, 2011, Emmanuel Pantelakis (“Pantelakis”) filed suit against j2 Global Canada, Inc., carrying on business as Protus IP Solutions (“Protus”), in the Ontario Superior Court of Justice, alleging that Protus breached a contract with Pantelakis in connection with Protus's e-mail marketing services. Pantelakis is seeking damages, attorneys' fees, interest, and costs. Protus filed a responsive pleading on March 23, 2011. On July 16, 2012, Protus filed its responses to undertakings. On July 24, 2012, Pantelakis moved for an order granting him leave to file a second amended statement of claim re-framing his lawsuit as a negligence action. On September 27, 2012, the Court granted in part Pantelakis's motion, permitting him to plead claims for negligence and breach of contract, but limited the scope of discovery, awarded j2 Global its costs associated with its amended statement of defence, and reserved a further award of costs for the trial court. On November 6, 2012, Pantelakis filed his second amended statement of claim. j2 Global filed its amended statement of defence on April 8, 2013. The parties are permitted to conduct additional discoveries with respect to the new pleadings. A pre-trial has been scheduled for October 23, 2013 at which time a trial date will be scheduled.
j2 Global does not believe, based on current knowledge, that the foregoing legal proceedings or claims, including those where an unfavorable outcome is reasonably possible, 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 the timing, an unfavorable resolution of some or all of these matters could materially affect j2 Global's consolidated financial position, results of operations or cash flows in a particular period. The Company has not accrued for a loss contingency relating to certain of these legal proceedings because unfavorable outcomes are not considered by management to be probable or the amount of any losses reasonably estimable.


-18-


9.
    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. For the quarter ended June 30, 2013, the effective tax rate was 24.7%.  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 reinvest such earnings in foreign jurisdictions.  Income before income taxes included income from domestic operations of $33.2 million and $27.7 million for the six months ended June 30, 2013 and 2012, respectively, and income from foreign operations of $42.9 million and $50.0 million for the six months ended June 30, 2013 and 2012, respectively.

As of June 30, 2013 and December 31, 2012, the Company had $41.2 million and $37.7 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 $14.1 million for the six months ended June 30, 2013.

Certain tax payments are prepaid during the year and included within prepaid expenses and other current assets on the consolidated balance sheet. The Company’s prepaid tax payments were $9.4 million and $9.0 million at June 30, 2013 and December 31, 2012, respectively.

j2 Global is currently under income tax audit by the California Franchise Tax Board (“FTB”) for tax years 2005 through 2007 and during the second quarter of 2013 received notice that the FTB will be auditing it for tax years 2009 through 2011 as well.  The FTB has also issued Information Document Requests regarding the 2008 tax year, although the Company has received no formal notice of audit for that year. The Company is also currently under income tax audit by the U.S. Internal Revenue Service ("IRS") for tax years 2009 and 2010 and during the second quarter of 2013 received notice that the IRS will be auditing it for tax year 2011 as well. The Company is also under income tax audit by the Canada Revenue Agency (“CRA”) for tax years 2008 through 2010. In addition, the Company is under audit by the CRA for Goods and Services Tax for tax years 2009 through 2011.  It is possible that some or all of these audits may conclude in the next 12 months and that the unrecognized tax benefits the Company has recorded in relation to these tax years may change compared to the liabilities recorded for these periods. However, it is not currently possible to estimate the amount, if any, of such change.
 
j2 Global is also under audit by various state and local governments for non-income related taxes.

10.
    Stockholders’ Equity

Non-Controlling Interest

Non-controlling interests represent equity interests in consolidated subsidiaries that are not attributable, either directly or indirectly, to j2 Global (i.e., minority interests). Non-controlling interests include the minority equity holders' proportionate share of the equity of Ziff Davis, Inc. ("Ziff Davis") and its subsidiaries.

Ownership interests in subsidiaries held by parties other than the Company are presented as non-controlling interests within stockholders' equity, separately from the equity held by the Company, on the condensed consolidated balance sheet as of June 30, 2013. Revenues, expenses, net income and other comprehensive income are reported in the consolidated financial statements at the consolidated amounts, which includes amounts attributable to both the Company's interest and the non-controlling interests in Ziff Davis. Net income and other comprehensive income is then attributed to the Company's interest and the non-controlling interests. Net income (loss) to non-controlling interests is deducted from net income in the condensed consolidated statements of income to determine net income (loss) attributable to the Company's common stockholders.
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") and on February 12, 2013 extended the 2012 Program through February 20, 2014.  During the six month period ended June 30, 2013, no shares were repurchased under this program.


-19-


Periodically, participants in j2 Global’s stock plans surrender to the Company shares of j2 Global stock to pay the exercise price or to satisfy tax withholding obligations arising upon the exercise of stock options or the vesting of restricted stock. During the three month period ended June 30, 2013, the Company purchased 4,874 shares from plan participants for this purpose.

Dividends
 
The following is a summary of each dividend declared during fiscal year 2013:
Declaration Date
Dividend per Common Share
Record Date
Payment Date
February 12, 2013
$
0.2325

February 25, 2013
March 4, 2013
May 7, 2013
$
0.24

May 20, 2013
June 4, 2013
August 7, 2013
$
0.2475

August 19, 2013
September 3, 2013

Future dividends are subject to Board approval.

11.
    Stock Options and Employee Stock Purchase Plan

j2 Global’s share-based compensation plans include the Second Amended and Restated 1997 Stock Option Plan (the “1997 Plan”), 2007 Stock Plan (the “2007 Plan”) and 2001 Employee Stock Purchase Plan (the “Purchase Plan”). Each plan is described below.

The 1997 Plan terminated in 2007. A total of 12,000,000 shares of common stock were authorized to be used for 1997 Plan purposes. An additional 840,000 shares were authorized for issuance upon exercise of options granted outside the 1997 Plan. As of June 30, 2013, 635,424 shares underlying options and zero shares of restricted stock were outstanding under the 1997 Plan, all of which continue to be governed by the 1997 Plan.

The 2007 Plan provides for the grant 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 common stock are authorized to be used for 2007 Plan purposes. Options under the 2007 Plan may be granted at exercise prices determined by the Board of Directors, provided that the exercise prices shall not be less than the fair market value of j2 Global’s common stock on the date of grant for incentive stock options and not less than 85% of the fair market value of j2 Global’s common stock on the date of grant for non-statutory stock options. As of June 30, 2013, 840,644 shares underlying options and 80,425 shares of restricted stock were outstanding under the 2007 Plan.

All stock option grants are approved by “outside directors” within the meaning of Internal Revenue Code Section 162(m).
 
Stock Options
 
The following table represents stock option activity for the six months ended June 30, 2013:
 
Number of
Shares
 
Weighted-
Average
Exercise
Price
 
Weighted-Average
Remaining
Contractual
Term (in years)
 
Aggregate
Intrinsic
Value
Outstanding at January 1, 2013
1,765,461

 
$
22.08

 
 
 
 
Granted
—

 
—

 
 
 
 
Exercised
(268,793
)
 
24.27

 
 
 
 
Canceled
(20,600
)
 
21.79

 
 
 
 
Outstanding at June 30, 2013
1,476,068

 
21.69

 
4.6
 
$
30,731,407

Exercisable at June 30, 2013
1,126,109

 
21.16

 
3.8
 
$
24,039,530

Vested and expected to vest at June 30, 2013
1,411,380

 
$
21.53

 
4.4
 
$
29,614,301


The per share weighted-average grant-date fair values of stock options granted during the six months ended June 30, 2013 and 2012 were zero and $7.88, respectively.

-20-



The aggregate intrinsic values of options exercised during the six months ended June 30, 2013 and 2012 were $4.0 million and $3.2 million, respectively.
 
As of June 30, 2013 and December 31, 2012, unrecognized stock compensation related to non-vested stock options granted under the 1997 Plan and the 2007 Plan approximated $3.3 million and $5.0 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 1.9 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 for the six months ended June 30, 2013 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 15.68% and 14.64% as of June 30, 2013 and 2012, respectively.

The weighted-average fair values of stock options granted have been estimated utilizing the following assumptions, no stock options were granted during the six month period ended June 30, 2013:
 
 
Six Months Ended June 30,
 
 
2012
Risk-free interest rate
 
0.97%
Expected term (in years)
 
5.7
Dividend yield
 
3.43%
Expected volatility
 
41%
Weighted-average volatility
 
41%
 
Restricted Stock
 
j2 Global has awarded restricted stock and restricted stock units to its Board of Directors and senior staff pursuant to the 1997 Plan and the 2007 Plan. 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. The Company recognized $1.7 million and $1.1 million of compensation expense for the three months ended June 30, 2013 and 2012, respectively, related to restricted stock and restricted stock units, and $3.2 million and $2.1 million for the six month period ended June 30, 2013 and 2012, respectively. As of June 30, 2013 and December 31, 2012, the Company had unrecognized share-based compensation cost of approximately $19.3 million and $16.0 million, respectively, associated with these awards. This cost is expected to be recognized over a weighted-average period of 2.9 years for awards and 3.7 years for units.
 
Restricted stock award activity for the six months ended June 30, 2013 is set forth below:
 
Shares
 
Weighted-Average
Grant-Date
Fair Value
Nonvested at January 1, 2013
828,475

 
$
23.08

Granted
170,930

 
40.08

Vested
(255,541
)
 
20.33

Canceled
(37,400
)
 
23.51

Nonvested at June 30, 2013
706,464

 
$
28.16

  

-21-


Restricted stock unit award activity for the six months ended June 30, 2013 is set forth below:

 
Number of
Shares
 
Weighted-Average
Remaining
Contractual
Term (in years)
 
Aggregate
Intrinsic
Value
Outstanding at January 1, 2013
115,466

 
 
 
 
Granted
6,675

 
 
 
 
Vested
(8,716
)
 
 
 
 
Canceled
(33,000
)
 
 
 
 
Outstanding at June 30, 2013
80,425

 
2.3
 
$
3,418,867

Vested and expected to vest at June 30, 2013
54,961

 
2.1
 
$
2,336,374


Share-Based Compensation Expense
 
The following table represents share-based compensation expense included in cost of revenues and operating expenses in the accompanying condensed consolidated statements of operations for the six months ended June 30, 2013 and 2012 (in thousands):

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Cost of revenues
$
205

 
$
192

 
$
419

 
$
434

Operating expenses:
 

 
 

 
 
 
 

Sales and marketing
432

 
352

 
850

 
727

Research, development and engineering
102

 
117

 
208

 
233

General and administrative
1,596

 
1,494

 
3,206

 
3,054

Total
$
2,335

 
$
2,155

 
$
4,683

 
$
4,448


Ziff Davis, Inc. Equity Incentive Plan

In November 2012, Ziff Davis established the Ziff Davis, Inc. 2012 Equity Incentive Plan (the "Ziff Davis Plan"), providing incentives to selected directors, officers, employees and consultants. The Ziff Davis 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. The number of authorized shares of common stock that may be used for purposes of the Ziff Davis Plan is 15,000,000. In addition, certain stockholders have put rights under certain circumstances in which the stockholder may elect to cause Ziff Davis to purchase any or all of the shares of common stock (to the extent vested pursuant to the terms of the Ziff Davis Plan) and preferred stock owned by such stockholder. Ziff Davis also has the option to call under certain circumstances the common stock issued pursuant to the Ziff Davis Plan (to the extent vested pursuant to the terms of the Ziff Davis Plan) and shares of preferred stock. The put right held by the stockholder is exercisable only in cases where the Company unilaterally changes the terms of such stockholder's employment relationship or requires such stockholder to relocate his residence a specific distance. As each circumstance is completely within the Company's control, management determined that liability classification is not required.
 
Ziff Davis granted 13,035,000 shares of restricted stock during the year ended December 31, 2012 to its senior staff pursuant to the Ziff Davis Plan, which shares vest evenly over a 5 year period. No restricted stock awards were granted for the six months ended June 30, 2013.

-22-



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’s common stock at certain plan-defined dates. The price of the common stock purchased under the Purchase Plan for the offering periods is equal to 95% of the fair market value of the common stock at the end of the offering period. For the six months ended June 30, 2013 and 2012, 3,158 and 2,432 shares were purchased under the plan, respectively. Cash received upon the issuance of common stock under the Purchase Plan was $106,000 and $61,000 for the six months ended June 30, 2013 and 2012, respectively.  As of June 30, 2013, 1,642,443 shares were available under the Purchase Plan for future issuance.

12.
    Earnings Per Share
 
The components of basic and diluted earnings per share are as follows (in thousands, except share and per share data):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Numerator for basic and diluted net income per common share:
 

 
 

 
 

 
 

Net income attributable to j2 Global, Inc. common shareholders
$
36,040

 
$
31,188

 
$
58,962

 
$
59,727

Net income available to participating securities (a)
(565
)
 
(460
)
 
(1,020
)
 
(922
)
Net income available to j2 Global, Inc. common shareholders
35,475

 
30,728

 
57,942

 
58,805

Denominator:
 

 
 

 
 

 
 

Weighted-average outstanding shares of common stock
45,428,230

 
45,373,930

 
45,294,925

 
45,887,185

Dilutive effect of:
 

 
 

 
 

 
 

Dilutive effect of equity incentive plans
590,015

 
195,634

 
586,540

 
316,306

Common stock and common stock equivalents
46,018,245

 
45,569,564

 
45,881,465

 
46,203,491

Net income per share:
 

 
 

 
 

 
 

Basic
$
0.78

 
$
0.68

 
$
1.28

 
$
1.28

Diluted
$
0.77

 
$
0.67

 
$
1.26

 
$
1.27


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

For the three and six months ended June 30, 2013 and 2012, there were zero and 613,059 options outstanding, respectively, and zero and 560,059 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 shares.

13.
    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. Segment accounting policies are the same as described in Note 1 - Basis of Presentation.

-23-



Information on reportable segments and reconciliation to consolidated income from operations is presented below (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Revenues by segment:
 
 
 
 
 
 
 
Business Cloud Services
$
108,768

 
$
89,465

 
$
199,507

 
$
176,117

Digital Media
32,778

 
—

 
55,685

 
—

Elimination of inter-segment revenues
(185
)
 
—

 
(214
)
 
—

Total revenues
141,361

 
89,465

 
254,978

 
176,117

 
 
 
 
 
 
 
 
Direct costs by segment(1):
 
 
 
 
 
 
 
Business Cloud Services
48,489

 
42,159

 
94,571

  
84,684

Digital Media
33,290

 
—

 
60,193

  
—

Direct costs by segment(1):
81,779

 
42,159

 
154,764

 
84,684

 
 
 
 
 
 
 
 
Business Cloud Services operating income
60,279

 
47,306

 
104,936

 
91,433

Digital Media operating loss
(513
)
 
—

 
(4,509
)
 
—

Segment operating income
59,766

 
47,306

 
100,427

 
91,433

 
 
 
 
 
 
 
 
Global operating costs(2)
7,159

 
7,279

 
14,833

 
13,797

Income from operations
$
52,607

 
$
40,027

 
$
85,594

 
$
77,636

 
 
 
 
 
 
 
 
(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 operations, depreciation and amortization and other administrative expenses.
 
 
 
 
(2) Global operating costs include general and administrative and other corporate expenses that are managed on a global basis and that are not directly attributable to any particular segment.
 
 
 
 
 
June 30, 2013
 
December 31, 2012
Assets:
 
 
 
Business Cloud Services
$
867,458

 
$
788,828

Digital Media
301,599

 
204,244

Total assets from reportable segments
1,169,057

 
993,072

Corporate
2,322

 
2,098

Elimination of inter-segment note receivable
(67,500
)
 
—

Total assets
$
1,103,879

 
$
995,170

 
 
 

 
Six Months Ended June 30,
 
2013
 
2012
Capital expenditures:
 
 
 
Business Cloud Services
$
2,661

 
$
2,590

Digital Media
3,022

 
—

Total from reportable segments
5,683

 
2,590

Corporate
306

 
200

Total capital expenditures
$
5,989

 
$
2,790


-24-



 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Depreciation and amortization:
 
 
 
 
 
 
 
Business Cloud Services
$
5,906

 
$
5,153

 
$
11,362

 
$
9,954

Digital Media
3,415

 
—

 
6,567

 
—

Total from reportable segments
9,321

 
5,153

 
17,929

 
9,954

Corporate
158

 
118

 
312

 
243

Total depreciation and amortization
$
9,479

 
$
5,271

 
$
18,241

 
$
10,197


j2 Global maintains operations in the U.S., Canada, Ireland, Japan and other countries. Geographic information about the U.S. and all other countries for the reporting periods is presented below. Such information attributes revenues based on jurisdictions where revenues are reported (in thousands).
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Revenues:
 

 
 

 
 
 
 
United States
$
103,619

 
$
54,896

 
$
179,997

 
$
109,017

Canada
18,587

 
20,388

 
37,145

 
40,589

Ireland
10,307

 
10,353

 
20,405

 
20,784

All other countries
8,848

 
3,828

 
17,431

 
5,727

 
$
141,361

 
$
89,465

 
$
254,978

 
$
176,117


 
June 30,
2013
 
December 31,
2012
Long-lived assets:
 

 
 

United States
$
146,863

 
$
105,549

All other countries
47,445

 
46,554

Total
$
194,308

 
$
152,103


14.
Unrestricted Subsidiaries

In November 2012, the Company's Board of Directors designated Ziff Davis, Inc., a subsidiary of j2 Global, Inc., as an “Unrestricted Subsidiary” under the indenture governing j2 Global's Notes. In February 2013, Ziff Davis, Inc. acquired the shares of IGN Entertainment, Inc. and in May 2013, the shares of NetShelter (See Note 3 - Business Acquisitions). Each acquired company is included in the financial position and results of operations of Ziff Davis, Inc. since the respective date of acquisition and each also was designated by the Company's Board of Directors as an "Unrestricted Subsidiary" under the indenture governing j2 Global's Notes. The financial position and results of operations of Ziff Davis, Inc. are included in the Company's condensed consolidated financial statements.

-25-



As required by the indenture governing j2 Global's Notes, information sufficient to ascertain the financial condition and results of operations excluding the Unrestricted Subsidiaries must be presented. Accordingly, the Company is presenting the following tables.

The financial position of Ziff Davis, Inc. and its subsidiaries as of June 30, 2013 is as follows (in thousands):
 
June 30, 2013
ASSETS
 
Cash and cash equivalents
$
17,635

Accounts receivable
40,230

Prepaid expenses and other current assets
4,637

Deferred income taxes
3,197

Total current assets
65,699

Property and equipment, net
11,691

Trade names, net
51,388

Customer relationships, net
40,998

Goodwill
128,054

Other purchased intangibles, net
2,368

Deferred income taxes
233

Other assets
1,168

Total assets
$
301,599

LIABILITIES AND STOCKHOLDERS’ EQUITY
 

Accounts payable and accrued expenses
$
25,696

Deferred revenue, current
2,211

Total current liabilities
27,907

Note payable
67,500

Interest payable
3,717

Deferred income taxes
30,610

Other long-term liabilities
47

Mandatorily redeemable financial instrument
192,397

Total liabilities
322,178

Commitments and contingencies
—

Common stock
—

Additional paid-in capital
(18,122
)
Retained earnings
(2,552
)
Accumulated other comprehensive income
95

Total stockholders’ equity
(20,579
)
Total liabilities and stockholders’ equity
$
301,599


-26-


The results of operations of Ziff Davis, Inc. and its subsidiaries for the three and six months ended June 30, 2013 is as follows (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2013
Revenues
$
32,778

 
$
55,685

 
 
 
 
Cost of revenues
4,692

 
8,284

Gross profit
28,086

 
47,401

Operating expenses:
 

 
 

Sales and marketing
18,176

 
30,964

Research, development and engineering
1,480

 
3,458

General and administrative
8,943

 
17,488

Total operating expenses
28,599

 
51,910

Loss from operations
(513
)
 
(4,509
)
Interest and other income (expense), net
(2,106
)
 
(3,524
)
Loss before income taxes
(2,619
)
 
(8,033
)
Income tax benefit
(1,128
)
 
(3,460
)
Net loss
$
(1,491
)
 
$
(4,573
)

15.
Accumulated Other Comprehensive Income

The following table summarizes the changes in accumulated balances of other comprehensive income, net of tax, for the three months ended June 30, 2013 (in thousands):
 
Unrealized Gains (Losses) on Investments
 
Foreign Currency Translation
 
Total
Beginning balance
$
4,632

 
$
(3,652
)
 
$
980

     Other comprehensive income before reclassifications
2,174

 
(363
)
 
1,811

     Amounts reclassified from accumulated other comprehensive income
6

 
—

 
6

Net current period other comprehensive income
2,180

 
(363
)
 
1,817

Ending balance
$
6,812

 
$
(4,015
)
 
$
2,797



-27-


The following table summarizes the changes in accumulated balances of other comprehensive income, net of tax, for the six months ended June 30, 2013 (in thousands):
 
Unrealized Gains (Losses) on Investments
 
Foreign Currency Translation
 
Total
Beginning balance
$
1,811

 
$
(1,899
)
 
$
(88
)
     Other comprehensive income before reclassifications
5,004

 
(2,204
)
 
2,800

     Amounts reclassified from accumulated other comprehensive income
(3
)
 
88

 
85

Net current period other comprehensive income
5,001

 
(2,116
)
 
2,885

Ending balance
$
6,812

 
$
(4,015
)
 
$
2,797




The following table provides details about reclassifications out of accumulated other comprehensive income for the three and six months ended June 30, 2013 (in thousands):
Details about Accumulated Other Comprehensive Income Components
 
Amount Reclassified from Accumulated Other Comprehensive Income
 
Affected Line Item in the Statement of Income
 
 
Three Months Ended June 30, 2013
 
Six Months Ended June 30, 2013
 
 
Cumulative translation adjustment
 
$
—

 
$
116

 
Interest and other income (expense), net
 
 
—

 
116

 
Total, before income taxes
 
 
—

 
(28
)
 
Income tax expense (benefit)
 
 
—

 
88

 
Total, net of tax
 
 
 
 
 
 
 
Unrealized gain (loss) on available-for-sale investments
 
9

 
(4
)
 
Interest and other income (expense), net
 
 
9

 
(4
)
 
Total, before income taxes
 
 
(3
)
 
1

 
Income tax expense (benefit)
 
 
6

 
(3
)
 
Total, net of tax
Total reclassifications for the period
 
$
6

 
$
85

 
Total, net of tax

16.
    Subsequent Events
 
On August 7, 2013, the Company's Board of Directors approved a quarterly cash dividend of $0.2475 per share of common stock payable on September 3, 2013 to all stockholders of record as of the close of business on August 19, 2013.








-28-


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

In addition to historical information, the foregoing Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. These forward-looking statements involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those discussed below, the risk factors discussed in Part II, Item 1A - “Risk Factors” of this Quarterly Report on Form 10-Q (if any) and in Part I, Item 1A - “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012 (together, the “Risk Factors”), and the factors discussed in the section in this Quarterly Report on Form 10-Q entitled “Quantitative and Qualitative Disclosures About Market Risk.” Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Readers should carefully review the Risk Factors and the risk factors set forth in other documents we file from time to time with the SEC.
 
Some factors that could cause actual results to differ materially from those anticipated in these forward-looking statements include, but are not limited to, our ability and intention to:

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

-29-


◦
Successfully develop and protect our intellectual property, both domestically and internationally, including our brands, patents, trademarks and domain names, and avoid infringing upon the proprietary rights of others; and
◦
Recruit and retain key personnel.

In addition, our financial results could be materially impacted by risks associated with new accounting pronouncements.

Overview

j2 Global, Inc., together with its subsidiaries (“j2 Global”, the "Company", “our”, “us” or “we”), is a leading provider of services delivered through the Internet. Through our Business Cloud Services Division, we provide cloud services to businesses of all sizes, from individuals to enterprises. Our Digital Media Division operates a portfolio of web properties providing technology, gaming and lifestyle content, and an innovative data-driven platform to connect advertisers with visitors to those properties in addition to websites operated by third parties that are part of the Division's advertising network.

We generate revenues primarily from subscription and usage fees for our business cloud services and selling targeted advertising through our digital media businesses. We also generate revenues from intellectual property licensing and sales.
In addition to growing our businesses organically, we acquire businesses to grow our customer bases, expand and diversify our service offerings, enhance our technologies and acquire skilled personnel. Since December 31, 2000, and including acquisitions closed thus far in 2013, we have completed 44 acquisitions.
On November 9, 2012, we acquired Ziff Davis, Inc. (“Ziff Davis”), a company with extensive digital content holdings within the technology vertical. This acquisition expanded our operations into the digital media market, an area we believe provides attractive profit and expansion opportunities. On February 1, 2013, Ziff Davis acquired IGN Entertainment, Inc. ("IGN"), an online publisher of video games, entertainment and men's lifestyle content. On May 16, 2013, Ziff Davis acquired NetShelter, the largest community of technology publishers dedicated to consumer electronics, computing and mobile communications. For additional information on our acquisitions, see Note 3 - Business Acquisitions in the Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
j2 Global was founded in 1995 and is a Delaware corporation. We manage our operations through two business segments: Business Cloud Services and Digital Media. Information regarding revenue and operating income attributable to each of our reportable segments is included within Note 13 - Segment Information of the Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
Our Business Cloud Services revenues are impacted by the number of effective business days in a given period. We traditionally experience lower than average Business Cloud Services usage and customer sign-ups in the fourth quarter. Revenues associated with our Digital Media operations are subject to seasonal fluctuations, becoming most active during the fourth quarter holiday period due to increased online retail activity.
Business Cloud Services Segment Performance Metrics

The following table sets forth certain key operating metrics for our Business Cloud Services segment as of and for the three and six months ended June 30, 2013 and 2012 (in thousands, except for percentages):
 
June 30,
 
2013
 
2012
Paying telephone numbers
2,189

 
2,058


-30-


  
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Subscriber revenues:
 

 
 

 
 

 
 

Fixed
$
75,304

 
$
72,187

 
$
146,691

 
$
142,414

Variable
18,447

 
15,884

 
36,562

 
30,482

Total subscriber revenues
$
93,751

 
$
88,071

 
$
183,253

 
$
172,896

Percentage of total subscriber revenues:
 

 
 

 
 

 
 

Fixed
80.3
%
 
82.0
%
 
80.0
%
 
82.4
%
Variable
19.7
%
 
18.0
%
 
20.0
%
 
17.6
%
Subscriber revenues:
 

 
 

 
 

 
 

DID-based
$
86,182

 
$
81,537

 
$
168,684

 
$
160,024

Non-DID-based
7,569

 
6,534

 
14,569

 
12,872

Total subscriber revenues
$
93,751

 
$
88,071

 
$
183,253

 
$
172,896

 
 
 
 
 
 
 
 
Average revenue per paying telephone number (ARPU)(1)
$
13.16

 
$
13.19

 
$
13.06

 
$
13.00

Cancel Rate(2)
2.2
%
 
2.3
%
 
 
 
 
(1)
Quarterly ARPU is calculated using our standard convention of applying the average of the quarter's beginning and ending base to the total revenue for the quarter. We believe ARPU provides investors an understanding of the average monthly revenues we recognize associated with each DID deployed to our paying customers. As ARPU varies based on fixed subscription fee and variable usage components, we believe it can serve as a measure by which investors can evaluate trends in the types of services, levels of services and the usage levels of those services across our paying DID base.

(2)
Cancel rate is defined as cancels related to individual customer DIDs with greater than four months of continuous service (continuous service includes customer DIDs which are administratively canceled and reactivated within the same calendar month).

Digital Media Segment Performance Metrics

Our Digital Media segment was established with our fourth quarter 2012 acquisition of Ziff Davis. As a result, the following performance metrics for our Digital Media segment for the three and six months ended June 30, 2013 are presented with no prior comparable period (in millions):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2013
Visits
558

 
935

Page views
1,897

 
3,146

Sources: Omniture; Google Analytics

Critical Accounting Policies and Estimates

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions. Our critical accounting policies are described in our 2012 Annual Report on Form 10-K filed with the SEC on March 1, 2013. During the three months ended June 30, 2013, there were no significant changes in our critical accounting policies and estimates.


-31-



Results of Operations for the Three and Six Months Ended June 30, 2013
Business Cloud Services Segment
Assuming a stable or improving economic environment, we expect the revenue and expense trends as included in the results of operations below in our Business Cloud Services segment to continue for the foreseeable future excluding the impact of acquisitions. The main focus of our Business Cloud Services offerings is to reduce or eliminate costs, increase sales and enhance productivity, mobility, business continuity and security of our customers as the technologies and devices they use evolve over time. As a result, we expect to continue to take steps to enhance our existing offerings and offer new services to continue to satisfy the evolving needs of our customers.
We expect acquisitions to remain an important component of our strategy and use of capital; however, we cannot predict whether our current pace of acquisitions will remain the same within this segment. In a given period we may close greater or fewer acquisitions than in prior periods.
Digital Media Segment
Assuming a stable or improving economic environment, we expect the revenue trend in our Digital Media segment to improve over the next several quarters as we integrate our recent acquisitions and over the longer term as advertising transactions continue to shift from offline to online. The main focus of our advertising programs is to provide relevant and useful advertising to visitors to our websites and those included within our advertising networks, reflecting our commitment to constantly improve their overall web experience. As a result, we expect to continue to take steps to improve the relevance of the ads displayed on our websites and those included within our advertising networks.
The operating margin we realize on revenues generated from ads placed on our websites is significantly higher than the operating margin we realize from revenues generated from those placed on third-party websites. Growth in advertising revenues from our websites has generally exceeded that from third-party websites. This trend has had a positive impact on our operating margins, and we expect that this will continue for the foreseeable future. However, the trend in advertising spend is shifting to mobile devices and other newer advertising formats which generally experience lower margins than those from desktop computers and tablets. We expect this trend to continue to pressure our margins.
We expect acquisitions to remain an important component of our strategy and use of capital; however, we cannot predict whether our current pace of acquisitions will remain the same within this segment. In a given period, we may close greater or fewer acquisitions than in prior periods.
j2 Global Consolidated
We anticipate the stable revenue trend in our Business Cloud Services segment combined with the improving revenue trend in our Digital Media segment will result in an overall improved revenue trend for j2 Global on a consolidated basis, excluding the impact of any future acquisitions.
We expect operating profit as a percentage of revenues to generally decline in the future as we expect our less profitable Digital Media segment and the expected increasing pressure on margins as described above to grow at a faster rate than our more profitable Businesses Cloud Services segment, excluding the impact of any future acquisitions.

Revenues

 
(in thousands, except percentages)
Three Months Ended June 30,
 
Percentage
Change
 
Six Months Ended June 30,
 
Percentage Change
 
2013
 
2012
 
 
 
2013
 
2012
 
 
Revenues
$141,361
 
$89,465
 
58%
 
$254,978
 
$176,117
 
45%

Our revenues consist of revenues from our Business Cloud Services segment and from our Digital Media segment. Business Cloud Services revenues primarily consist of revenues from "fixed" customer subscription revenues and “variable” revenues generated from actual usage of our services. We also generate Business Cloud Services revenues from intellectual property licensing and sales, and advertising.


-32-


Digital Media revenues primarily consist of advertising revenues, fees paid for generating business leads, and licensing and sale of editorial content and trademarks.

Our revenues have increased primarily due to the following factors:

•Our acquisitions of Ziff Davis, IGN and NetShelter in the Digital Media segment;

•
An increase in Business Cloud Services patent and technology related licensing revenues as a result of the patent license we secured with Open Text during the second quarter of 2013 pursuant to which we received $27 million, approximately $12.6 million of which was recorded during the current quarter as associated with past damages (See discussion in Note 8 - Commitments and Contingencies); and

•
Growth in our Business Cloud Services subscriber base due to business acquisitions and customer sign ups, net of cancellations.

Cost of Revenues

(in thousands, except percentages)
Three Months Ended June 30,
 
Percentage
Change
 
Six Months Ended June 30,
 
Percentage Change
 
2013
 
2012
 
 
 
2013
 
2012
 
 
Cost of revenue
$22,679
 
$16,187
 
40%
 
$42,914
 
$32,051
 
34%
As a percent of revenue
16%
 
18%
 
(2)%
 
17%
 
18%
 
(1)%

Cost of revenues is primarily comprised of costs associated with data and voice transmission, DIDs, network operations, customer service, editorial and production costs, online processing fees and equipment depreciation. The increase in cost of revenues for the three and six months ended June 30, 2013 was primarily due to an increase in costs associated with the acquisitions of Ziff Davis, IGN and NetShelter within the Digital Media segment and other acquisitions within the Business Cloud Services segment.

Operating Expenses

Sales and Marketing.
 
(in thousands, except percentages)
Three Months Ended June 30,
 
Percentage
Change
 
Six Months Ended June 30,
 
Percentage Change
 
2013
 
2012
 
 
 
2013
 
2012
 
 
Sales and Marketing
$35,213
 
$13,860
 
154%
 
$64,851
 
$28,721
 
126%
As a percent of revenue
25%
 
15%
 
10%
 
25%
 
16%
 
9%
 
Our sales and marketing costs consist primarily of Internet-based advertising, sales and marketing, personnel costs and other business development-related expenses. Our Internet-based advertising relationships consist primarily of fixed cost and performance-based (cost-per-impression, cost-per-click and cost-per-acquisition) advertising relationships with an array of online service providers. Advertising cost for the three months ended June 30, 2013 and 2012 was $14.3 million and $11.3 million, respectively, and for the six months ended June 30, 2013 and 2012 was $28.6 million and $23.0 million, respectively.  The increase in sales and marketing expenses for the three and six months ended June 30, 2013 versus the prior comparable period was primarily due to additional personnel and severance costs associated with the acquisitions of Ziff Davis, IGN and NetShelter in the Digital Media segment and other acquisitions within the Business Cloud segment and an increase in advertising.

Research, Development and Engineering.
(in thousands, except percentages)
Three Months Ended June 30,
 
Percentage
Change
 
Six Months Ended June 30,
 
Percentage Change
 
2013
 
2012
 
 
 
2013
 
2012
 
 
Research, Development and Engineering
$6,388
 
$4,617
 
38%
 
$13,134
 
$9,106
 
44%
As a percent of revenue
5%
 
5%
 
—%
 
5%
 
5%
 
—%

-33-



Our research, development and engineering costs consist primarily of personnel-related expenses.  The increase in research, development and engineering costs for the three and six months ended June 30, 2013 versus the prior comparable period was primarily due to additional personnel and severance costs associated with the fourth quarter of 2012 and subsequent acquisitions of Ziff Davis, IGN and NetShelter in the Digital Media segment.

General and Administrative.
(in thousands, except percentages)
Three Months Ended June 30,
 
Percentage
Change
 
Six Months Ended June 30,
 
Percentage Change
 
2013
 
2012
 
 
 
2013
 
2012
 
 
General and Administrative
$24,474
 
$14,774
 
66%
 
$48,485
 
$28,603
 
70%
As a percent of revenue
17%
 
17%
 
—%
 
19%
 
16%
 
3%

Our general and administrative costs consist primarily of personnel-related expenses, depreciation and amortization, share-based compensation expense, bad debt expense, professional fees and insurance costs. The increase in general and administrative expense for the three and six months ended June 30, 2013 versus the prior comparable periods was primarily due to additional personnel costs, severance costs and amortization of intangible assets associated with the fourth quarter of 2012 and subsequent acquisitions of Ziff Davis, IGN and NetShelter in the Digital Media segment and other acquisitions within the Business Cloud segment.
 
Share-Based Compensation

The following table represents share-based compensation expense included in cost of revenues and operating expenses in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2013 and 2012 (in thousands): 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Cost of revenues
$
205

 
$
192

 
$
419

 
$
434

Operating expenses:
 

 
 

 
 

 
 

Sales and marketing
432

 
352

 
850

 
727

Research, development and engineering
102

 
117

 
208

 
233

General and administrative
1,596

 
1,494

 
3,206

 
3,054

Total
$
2,335

 
$
2,155

 
$
4,683

 
$
4,448


Non-Operating Income and Expenses

Interest and Other Income (Expense), Net. Our interest and other income (expense), net is generated primarily from interest charged on outstanding debt; gain or loss on foreign exchange; and interest earned on cash, cash equivalents and short-term and long-term investments. Interest and other income (expense), net was $(4.8) million and $0.8 million for the three months ended June 30, 2013 and 2012, respectively, and $(9.5) million and $0.1 million for the six months ended June 30, 2013 and 2012, respectively. The change in interest and other income (expense), net for the three and six months ended June 30, 2013 was primarily due to interest accrued on the outstanding debt issued in July 2012.

Income Taxes

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


-34-


Provision for income taxes amounted to $11.8 million and $9.6 million for the three months ended June 30, 2013 and 2012, respectively. Income tax expense for the six months ended June 30, 2013 and 2012 was $17.3 million and $18.0 million, respectively. Our effective tax rate was 24.7% and 23.6% for the three months ended June 30, 2013 and 2012, respectively, and 22.8% and 23.2% for the six months ended June 30, 2013 and 2012, respectively. The increase in our effective income tax rate for the three months ended June 30, 2013 was primarily attributable to the following:

1.
a decrease in the portion of our income being taxed in foreign jurisdictions and subject to lower tax rates than in the U.S.; and
2.
a decrease in foreign tax credits; partially offset by:
3.
an increase in Subpart F income.

The decrease in our effective income tax rate for the six months ended June 30, 2013 was primarily attributable to the following:

1.
an increase in foreign tax credits;
2.
an increase in the U.S. federal domestic production activities deduction; and
3.
a reversal of uncertain income tax positions for the 2008 U.S. federal domestic production activities deduction; partially offset by:
4.
an increase in the valuation allowance for the U.S. federal foreign tax credit;
5.
an increase in Subpart F income; and
6.
a decrease in the portion of our income being taxed in foreign jurisdictions and subject to lower tax rates than in the U.S.
Segment Results
Our business segments are based on the organization structure used by management for making operating and investment decisions and for assessing performance. Our reportable business segments are: (i) Business Cloud Services; and (ii) Digital Media.
We evaluate the performance of our operating segments based on segment revenues, including both external and inter-segment net sales, and segment operating income. We account for inter-segment sales and transfers based primarily on standard costs with reasonable mark-ups established between the segments. Identifiable assets by segment are those assets used in the respective reportable segment's operations. Corporate assets consist of cash and cash equivalents, deferred income taxes and certain other assets. All significant inter-segment amounts are eliminated to arrive at our consolidated financial results.
Business Cloud Services
Prior to the acquisition of Ziff Davis on November 9, 2012, we operated as one segment which is now the Business Cloud Services segment. The following segment results are presented for the three and six months ended June 30, 2013 and 2012 (in thousands):
 
Three Months Ended June 30,
 
Three Months Ended June 30,
 
 
 
 
 
Six Months Ended June 30,
 
Six Months Ended June 30,
 
 
 
 
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
External net sales
$
108,768

  
$
89,465

  
$
19,303

  
21.6
%
  
$
199,507

 
$
176,117

  
$
23,390

  
13.3
%
Inter-segment net sales
—

  
—

  
—

  
—
%
  
—

  
—

  
—

  
—
%
Segment net sales
108,768

  
89,465

  
19,303

  
21.6
%
  
199,507

  
176,117

  
23,390

  
13.3
%
Cost of revenues
17,987

  
16,187

  
1,800

  
11.1
%
  
34,630

 
32,051

  
2,579

  
8.0
%
Gross profit
90,781

  
73,278

  
17,503

  
23.9
%
  
164,877

  
144,066

  
20,811

  
14.4
%
Operating expenses
30,502

  
25,972

  
4,530

  
17.4
%
  
59,941

 
52,633

  
7,308

  
13.9
%
Segment operating income
$
60,279

  
$
47,306

  
$
12,973

  
27.4
%
  
$
104,936

  
$
91,433

  
$
13,503

  
14.8
%

-35-


Segment net sales of $108.8 million for the three months ended June 30, 2013 increased $19.3 million, or 21.6%, from the prior comparable period primarily due to an increase in patent and technology related licensing revenues as a result of the patent license we secured with Open Text during the second quarter of 2013 pursuant to which we received $27 million, approximately $12.6 million of which was recorded during the current quarter as associated with past damages (See discussion in Note 8 - Commitments and Contingencies); and an increase in our subscriber base at stable average revenue per user (ARPU) levels. Segment net sales of $199.5 million for the six months ended June 30, 2013 increased $23.4 million, or 13.3%, from the prior comparable period primarily due to an increase in patent and technology related licensing revenues from patent licenses with Open Text and others and an increase in our subscriber base at stable ARPU levels.
Segment gross profit of $90.8 million for the three months ended June 30, 2013 increased $17.5 million from the prior comparable period primarily due to patent licenses with Open Text and others and an increase in net sales between the periods. Excluding the impact of the portion of the Open Text patent license fee recognized as revenue during the second quarter of 2013 as associated with past damages, the gross profit as a percentage of revenues for the three months ended June 30, 2013 was consistent with the prior comparable period. Segment gross profit of $164.9 million for the six months ended June 30, 2013 increased $20.8 million from the prior comparable period primarily due to patent licenses with Open Text and others and an increase in net sales between the periods. Excluding the impact of the portion of the Open Text patent license fee recognized as revenue during the second quarter of 2013 as associated with past damages, the gross profit as a percentage of revenues for the six months ended June 30, 2013 was consistent with the prior comparable period.
Segment operating expenses of $30.5 million for the three months ended June 30, 2013 increased $4.5 million from 2012 primarily due to (a) an increase in sales and marketing costs primarily due to additional advertising and (b) additional amortization of intangible assets associated with businesses acquired in and subsequent to the second half of 2012. Segment operating expenses of $59.9 million for the six months ended June 30, 2013 increased $7.3 million from 2012 primarily due to (a) an increase in sales and marketing costs primarily due to additional advertising and (b) additional amortization of intangible assets associated with businesses acquired in and subsequent to the second half of 2012.
As a result of these factors, segment operating income of $60.3 million for the three months ended June 30, 2013 increased $13.0 million, or 27.4%, from the prior comparable period. Segment operating income of $104.9 million for the six months ended June 30, 2013 increased $13.5 million, or 14.8%, from the prior comparable period.
Digital Media
     Our Digital Media segment was established with our fourth quarter of 2012 acquisition of Ziff Davis. As a result, the following segment results are presented for the three and six months ended June 30, 2013 with no prior comparable period (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2013
External net sales
$
32,593

  
$
55,471

Intersegment net sales
185

  
214

Segment net sales
32,778

  
55,685

Cost of revenues
4,692

  
8,284

Gross profit
28,086

  
47,401

Operating expenses
28,599

  
51,910

Segment operating loss
$
(513
)
  
$
(4,509
)


-36-



Liquidity and Capital Resources

Cash and Cash Equivalents and Investments

At June 30, 2013, we had cash and investments of $352.9 million compared to $343.6 million at December 31, 2012. The increase resulted primarily from cash provided by operations, partially offset by business acquisitions and dividends paid. At June 30, 2013, cash and investments consisted of cash and cash equivalents of $214.9 million, short-term investments of $108.9 million and long-term investments of $29.0 million. Our investments are comprised primarily of readily marketable corporate and governmental debt securities, money-market accounts and time deposits. For financial statement presentation, we classify our investments primarily as available-for-sale; thus, they are reported as short- and long-term based upon their maturity dates. Short-term investments mature within one year of the date of the financial statements and long-term investments mature one year or more from the date of the financial statements. Short-term investments include restricted balances that we may not liquidate until maturity, generally within 12 months.  Restricted balances included in short-term investments were $11.4 million at June 30, 2013. We retain a substantial portion of our cash and investments in foreign jurisdictions for future reinvestment. As of June 30, 2013, cash and investments held within foreign and domestic jurisdictions were $193.0 million and $159.8 million, respectively.  If we were to repatriate funds held within foreign jurisdictions, we would incur U.S. income tax on the repatriated amount at the federal statutory rate of 35% and the state statutory rate where applicable, net of a credit for foreign taxes paid on such amounts.
 
On August 7, 2013, our Board of Directors declared a quarterly cash dividend of $0.2475 per share of common stock payable on September 3, 2013 to all stockholders of record as of the close of business on August 19, 2013. On May 7, 2013, our Board of Directors declared a quarterly cash dividend of $0.24 per share of common stock payable on June 4, 2013 to all stockholders of record as of the close of business on May 20, 2013. On February 12, 2013, our Board of Directors declared a quarterly cash dividend of $0.2325 per share of common stock which was paid on March 4, 2013 to all stockholders of record as of the close of business on February 25, 2013. Future dividends are subject to Board approval and certain restrictions within the Credit Agreement, as amended (the “Credit Agreement”), with Union Bank, N.A. (the “Lender”) and within the Indenture relating to the debt issuance referenced below, a copy of which the Company filed with the SEC as an exhibit to its Current Report on Form 8-K on July 26, 2012.

On July 26, 2012, we completed the sale in a private offering of $250 million in aggregate principal amount of 8.0% senior unsecured notes due 2020. The net proceeds of the sale were $243.7 million after deducting the initial purchaser's discounts, commissions and expenses of the offering. We are using the net proceeds from the offering for general corporate purposes, including acquisitions.

We currently anticipate that our existing cash and cash equivalents and short-term investment balances and cash generated from operations will be sufficient to meet our anticipated needs for working capital, capital expenditure, investment requirements, stock repurchases and cash dividends for at least the next 12 months.

Cash Flows

Our primary sources of liquidity are cash flows generated from operations, together with cash and cash equivalents and short-term investments. Net cash provided by operating activities was $109.0 million and $85.3 million for the six months ended June 30, 2013 and 2012, respectively. Our operating cash flows resulted primarily from cash received from our subscribers offset by cash payments we made to third parties for their services and employee compensation. Certain tax payments are prepaid during the year and included within prepaid expenses and other current assets on the consolidated balance sheet. Our prepaid tax payments were $9.4 million and $9.0 million at June 30, 2013 and December 31, 2012, respectively. A significant portion of our Cloud Business Services segment subscribers pay us via credit cards and therefore those receivables generally settle quickly. In the Digital Media segment, advertisers generally pay in arrears and receivables generally settle within a range of 90 days.

Net cash used in investing activities was approximately $(95.6) million and $(6.7) million for the six months ended June 30, 2013 and 2012, respectively. For the six months ended June 30, 2013, net cash used in investing activities was primarily attributable to business acquisitions, the purchase of available-for-sale investments, purchase of certificates of deposit, property and equipment and intangible assets partially offset by the sale of available-for-sale investments and maturity of certificates of deposit.  For the six months ended June 30, 2012, net cash used in investing activities was primarily attributable to the purchase of available-for-sale investments, purchase of certificates of deposit, business acquisitions, purchases of property and equipment, and intangible assets; partially offset by the sale of available-for-sale investments.


-37-


Net cash used in financing activities was approximately $(15.9) million and $(76.0) million for the six months ended June 30, 2013 and 2012, respectively. For the six months ended June 30, 2013, net cash used in financing activities was primarily attributable to dividends paid and repurchases of stock partially offset by the proceeds from the exercise of stock options and excess tax benefit from share-based compensation.  For the six months ended June 30, 2012, net cash used in financing activities was primarily attributable to repurchase of stock and dividends paid, partially offset by proceeds received upon the exercise of options and excess tax benefit from share-based compensation.

Contractual Obligations and Commitments

The following table summarizes our contractual obligations and commitments as of June 30, 2013:
 
 
 
Payments Due in
(in thousands)
Contractual Obligations
 
2013
 
2014
 
2015
 
2016
 
2017
 
Thereafter
 
Total
Long-term debt - principal (a)
 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
250,000

 
$
250,000

Long-term debt - interest (b)
 
10,000

 
20,000

 
20,000

 
20,000

 
20,000

 
59,722

 
149,722

Operating leases (c)
 
3,298

 
5,874

 
5,478

 
4,019

 
2,175

 
3,534

 
24,378

Mandatorily redeemable financial instrument - dividends (d)
 
680

 
1,360

 
1,360

 
1,360

 
1,360

 
—

 
6,120

Mandatorily redeemable financial instrument - redemption (e)
 
—

 
—

 
—

 
—

 
8,556

 
—

 
8,556

Telecom services and co-location facilities (f)
 
1,189

 
908

 
672

 
500

 
177

 
13

 
3,459

Holdback payment (g)
 
1,234

 
2,425

 
—

 
—

 
—

 
—

 
3,659

Other (h)
 
448

 
310

 
120

 
120

 
—

 
—

 
998

Total 
 
$
16,849

 
$
30,877

 
$
27,630

 
$
25,999

 
$
32,268

 
$
313,269

 
$
446,892

________________________
 
(a)
These amounts represent principal on long-term debt.
(b)
These amounts represent interest on long-term debt.
(c)
These amounts represent undiscounted future minimum rental commitments under noncancellable leases.
(d)
These amounts represent the non-controlling interest portion of dividends accrued on the mandatorily redeemable financial instrument.
(e)
These amounts represent the non-controlling interest portion of the redemption amount with respect to the mandatorily redeemable financial instrument.
(f)
These amounts represent service commitments to various telecommunication providers.
(g)
These amounts primarily represent the holdback amounts in connection with certain business acquisitions.
(h)
These amounts primarily represent certain consulting and Board of Directors fee arrangements, software license commitments and others.

As of June 30, 2013, our liability for uncertain tax positions was $41.2 million. Future payments related to uncertain tax positions have not been presented in the table above due to the uncertainty of the amounts and timing of cash settlement with such authorities.
 
Credit Agreement

On January 5, 2009, we entered into a Credit Agreement with Union Bank, N.A. in order to further enhance our liquidity in the event of potential acquisitions or other corporate purposes. The Credit Agreement was amended on August 16, 2010, July 13, 2012 and November 9, 2012. The July 13, 2012 amendment was entered into in connection with the issuance of senior unsecured notes as discussed in Note 7 - Long-Term Debt, and extended the Revolving Credit Commitment Termination Date (as defined in the Credit Agreement) to November 14, 2013. The November 9, 2012 amendment was entered into in connection with the acquisition of Ziff Davis. We have not drawn down any amounts under the Credit Agreement.


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Item 3.
Quantitative and Qualitative Disclosures About Market Risk

The following discussion of the market risks we face contains forward-looking statements. Forward-looking statements are subject to risks and uncertainties. Actual results could differ materially from those discussed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. j2 Global undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements. Readers should carefully review the risk factors described in this document and in the other documents incorporated by reference herein, including our Annual Report on Form 10-K for the year ended December 31, 2012 as well as in other documents we file from time to time with the SEC, including the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K filed or to be filed by us in 2013.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio. We maintain an investment portfolio of various holdings, types and maturities. The primary objectives of our investment activities are to preserve our principal while at the same time maximizing yields without significantly increasing risk. To achieve these objectives, we maintain our portfolio of cash equivalents and investments in a mix of instruments that meet high credit quality standards, as specified in our investment policy. Our cash and cash equivalents are not subject to significant interest rate risk due to the short maturities of these instruments. As of June 30, 2013, the carrying value of our cash and cash equivalents approximated fair value. Our return on these investments is subject to interest rate fluctuations.

Our short- and long-term investments are comprised primarily of readily marketable corporate and governmental debt securities and certificates of deposits. Investments in fixed rate interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates. Our interest income is sensitive to changes in the general level of U.S. and foreign countries’ interest rates. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates.

As of June 30, 2013, we had investments in debt securities with effective maturities greater than one year of approximately $29.0 million. Such investments had a weighted average yield of approximately 1%. As of June 30, 2013 and December 31, 2012, we had cash and cash equivalent investments in time deposits and money market funds with maturities of 90 days or less of $214.9 million and $218.7 million, respectively. Based on our cash and cash equivalents and short- and long-term investment holdings as of June 30, 2013, an immediate 100 basis point decline in interest rates would decrease our annual interest income to approximately zero.

We are parties to the Credit Agreement with the Lender, as amended. If we were to borrow under the Credit Agreement we would be subject to the prevailing interest rates and could be exposed to interest rate fluctuations.

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

Foreign Currency Risk

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

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


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

Foreign exchange gains and (losses) were not material to our earnings for the three and six months ended June 30, 2013 and 2012, where net foreign currency gain/(loss) amounted to approximately ($0.2) million and $0.4 million, respectively, and ($0.1) million and ($0.6) million, respectively. For the three and six months ended June 30, 2013, cumulative translation adjustments included in other comprehensive income amounted to approximately $(0.4) million and $(2.1) million, net of tax, respectively.

Item 4.
Controls and Procedures

(a)
Evaluation of Disclosure Controls and Procedures
 
j2 Global’s management, with the participation of our principal executive officer and principal financial officer, performed an evaluation of j2 Global’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (“Exchange Act”)) as of the end of the period covered by this report. Our principal executive officer and principal financial officer have concluded that j2 Global’s disclosure controls and procedures were effective to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) accumulated and communicated to our management to allow their timely decisions regarding required disclosure.

(b)
Changes in Internal Controls

There were no changes in our internal control over financial reporting that occurred during the second quarter ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II.   OTHER INFORMATION

Item 1.
Legal Proceedings

See Note 8 – Commitments and Contingencies of the Notes to Financial Statements (Part I, Item 1) for information regarding certain legal proceedings in which we are involved.
 
Item 1A.
Risk Factors

In addition to the other information set forth in this report, before deciding to invest in j2 Global or to maintain or increase your investment, you should carefully consider the factors discussed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012 (the “10-K Risk Factors”) as well as in other documents we file from time to time with the SEC, including the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K filed or to be filed by us in 2013. If any of these risks occur, our business, prospects, financial condition, operating results and cash flows could be materially adversely affected. The 10-K Risk Factors are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
(a)
Unregistered Sales of Equity Securities
 
None.
 
(b)
Issuer Purchases of Equity Securities
 
Effective February 15, 2012, the Company's Board of Directors approved a program authorizing the repurchase of up to five million shares of our common stock through February 20, 2013 (the "2012 Program"). On February 12, 2013, the Board extended the 2012 Program through February 20, 2014.  During the six month period ended June 30, 2013, we repurchased zero shares under this program.
 
The following table details the repurchases that were made under and outside the 2012 Program during the three months ended June 30, 2013:
Period
Total Number of
Shares
Purchased (1)
 
Average Price
Paid Per Share
 
Total Number of
Shares Purchased as
Part of a Publicly
Announced
Program
 
Maximum
Number of
Shares That
May Yet Be
Purchased
Under the
Publicly
Announced
Program
April 1, 2013 - April 30, 2013
1,518

 
$
38.70

 
—

 
2,873,920

May 1, 2013 - May 31, 2013
570

 
$
39.63

 
—

 
2,873,920

June 1, 2013 - June 30, 2013
2,786

 
$
41.64

 
—

 
2,873,920

Total
4,874

 
 

 
—

 
2,873,920

(1)
Includes shares surrendered to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with employee stock options and/or the vesting of restricted stock issued to employees.

Item 3.
Defaults Upon Senior Securities
None.

Item 4.
Mine Safety Disclosures
Not Applicable.

Item 5.
Other Information
None.

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Item 6.
Exhibits
31.1
Rule 13a-14(a) Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.2
Rule 13a-14(a) Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
32.1
Section 1350 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
32.2
Section 1350 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
101
The following financial information from j2 Global, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012, (ii) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2013 and 2012, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2013 and 2012, (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012, and (v) the Notes to Condensed Consolidated Financial Statements.

 
 


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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
j2 Global, Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Date:
August 9, 2013
By:
/s/ NEHEMIA ZUCKER
 
 
 
 
Nehemia Zucker
 
 
 
 
Chief Executive Officer 
 
 
 
 
(Principal Executive Officer)
 
 
 
 
 
 
 
Date:
August 9, 2013
By:
/s/ KATHLEEN M. GRIGGS
 
 
 
 
Kathleen M. Griggs
 
 
 
 
Chief Financial Officer 
 
 
 
 
(Principal Financial Officer)
 
 
 
 
 
 
Date:
August 9, 2013
By:
/s/ STEVE P. DUNN
 
 
 
 
Steve P. Dunn
 
 
 
 
Chief Accounting Officer 
 


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INDEX TO EXHIBITS


Exhibit Number
Description
 
 
31.1
Rule 13a-14(a) Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.2
Rule 13a-14(a) Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
32.1
Section 1350 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
32.2
Section 1350 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
101
The following financial information from j2 Global, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012, (ii) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2013 and 2012, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2013 and 2012, (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012, and (v) the Notes to Condensed Consolidated Financial Statements.
 
 


-44-