ZIFF DAVIS, INC., 10-Q filed on 8/8/2024
Quarterly Report
v3.24.2.u1
Cover Page - shares
 6 Months Ended
Jun. 30, 2024
Aug. 02, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 0-25965  
Entity Registrant Name ZIFF DAVIS, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 47-1053457  
Entity Address, Address Line One 114 5th Avenue  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10011  
City Area Code 212  
Local Phone Number 503-3500  
Title of 12(b) Security Common Stock, $0.01 par value  
Trading Symbol ZD  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   44,740,746
Entity Central Index Key 0001084048  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.24.2.u1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
ASSETS    
Cash and cash equivalents $ 687,234 $ 737,612
Short-term investments 0 27,109
Accounts receivable, net of allowances of $7,302 and $6,871, respectively 450,389 337,703
Prepaid expenses and other current assets 93,525 88,570
Total current assets 1,231,148 1,190,994
Long-term investments 152,421 140,906
Property and equipment, net of accumulated depreciation of $334,243 and $327,015, respectively 192,278 188,169
Intangible assets, net 385,820 325,406
Goodwill 1,626,270 1,546,065
Deferred income taxes 8,752 8,731
Other assets 67,125 70,751
TOTAL ASSETS 3,663,814 3,471,022
LIABILITIES AND STOCKHOLDERS’ EQUITY    
Accounts payable 367,888 123,256
Accrued employee related costs 29,974 50,068
Other accrued liabilities 28,446 43,612
Income taxes payable, current 6,695 14,458
Deferred revenue, current 198,382 184,549
Other current liabilities 12,420 15,890
Total current liabilities 643,805 431,833
Long-term debt 1,002,460 1,001,312
Deferred income taxes 66,349 45,503
Income taxes payable, noncurrent 0 8,486
Deferred revenue, noncurrent 6,816 8,169
Other long-term liabilities 74,497 82,721
TOTAL LIABILITIES 1,793,927 1,578,024
Commitments and contingencies (Note 8)
Preferred stock, $0.01 par value 0 0
Common stock, $0.01 par value. Authorized 95,000,000; total issued and outstanding 44,740,322 and 46,078,464 shares at June 30, 2024 and December 31, 2023, respectively 447 461
Additional paid-in capital 476,232 472,201
Retained earnings 1,471,543 1,491,956
Accumulated other comprehensive loss (78,335) (71,620)
TOTAL STOCKHOLDERS’ EQUITY 1,869,887 1,892,998
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 3,663,814 3,471,022
Series A Preferred Stock    
LIABILITIES AND STOCKHOLDERS’ EQUITY    
Preferred stock, $0.01 par value 0 0
Series B Preferred Stock    
LIABILITIES AND STOCKHOLDERS’ EQUITY    
Preferred stock, $0.01 par value $ 0 $ 0
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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Allowance for doubtful accounts $ 7,302 $ 6,871
Accumulated depreciation $ 334,243 $ 327,015
Preferred stock, par value (in usd per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 1,000,000 1,000,000
Preferred stock, shares issued (in shares) 0 0
Common stock, par value (in usd per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 95,000,000 95,000,000
Common stock, shares issued (in shares) 44,740,322 46,078,464
Common stock, shares outstanding (in shares) 44,740,322 46,078,464
Series A Preferred Stock    
Preferred stock, par value (in usd per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 6,000 6,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Series B Preferred Stock    
Preferred stock, par value (in usd per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 20,000 20,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
v3.24.2.u1
Condensed Consolidated Statements of Operations - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]        
Total revenues $ 320,800 $ 326,016 $ 635,285 $ 633,158
Operating costs and expenses:        
Direct costs 52,590 47,421 99,657 93,151
Sales and marketing 124,766 119,934 241,766 235,854
Research, development, and engineering 16,795 17,817 34,569 35,731
General, administrative, and other related costs 98,080 101,949 194,863 203,212
Total operating costs and expenses 292,231 287,121 570,855 567,948
Income from operations 28,569 38,895 64,430 65,210
Interest expense, net (1,804) (10,483) (3,573) (14,963)
Loss on sale of businesses 0 0 (3,780) 0
Unrealized loss on short-term investments held at the reporting date, net 0 (3,196) (10,705) (23,541)
Gain on investments 3,051 0 3,051 357
Other income (loss), net 5,267 (1,503) 5,163 (2,411)
Income before income tax expense and income (loss) from equity method investment 35,083 23,713 54,586 24,652
Income tax expense (6,990) (6,461) (15,221) (5,845)
Income (loss) from equity method investment, net of income taxes 8,817 (573) 8,172 (9,755)
Net income $ 36,910 $ 16,679 $ 47,537 $ 9,052
Net income per common share:        
Basic (in dollars per share) $ 0.81 $ 0.36 $ 1.04 $ 0.19
Diluted (in dollars per share) $ 0.77 $ 0.36 $ 1.02 $ 0.19
Weighted average shares outstanding:        
Basic (in shares) 45,492,809 46,798,800 45,676,726 46,892,504
Diluted (in shares) 50,665,112 46,798,800 50,889,579 46,892,504
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Condensed Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net income $ 36,910 $ 16,679 $ 47,537 $ 9,052
Other comprehensive (loss) income, net of tax:        
Foreign currency translation adjustment (463) 2,468 (6,993) 6,181
Change in fair value on available-for-sale investments, net of tax expense of $102 and tax benefit of $239 for the three months ended June 30, 2024 and 2023, respectively, and tax expense of $83 and tax benefit of $130 for the six months ended June 30, 2024 and 2023, respectively 341 (713) 278 (389)
Other comprehensive (loss) income, net of tax (122) 1,755 (6,715) 5,792
Comprehensive income $ 36,788 $ 18,434 $ 40,822 $ 14,844
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Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]        
Change in fair value on available-for-sale investments, net of tax expense (benefit) $ 102 $ (239) $ 83 $ (130)
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Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities:    
Net income $ 47,537 $ 9,052
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 100,594 111,479
Non-cash operating lease costs 5,538 5,924
Share-based compensation 20,472 17,619
Provision for credit losses on accounts receivable 1,336 1,819
Deferred income taxes, net (7,869) (18,330)
Loss on sale of businesses 3,780 0
(Gain) loss from equity method investments (8,172) 9,755
Unrealized loss on short-term investments held at the reporting date, net 10,705 23,541
Gain on investments (3,051) (357)
Other 1,779 3,834
Decrease (increase) in:    
Accounts receivable 44,215 20,470
Prepaid expenses and other current assets (9,138) (13,038)
Other assets (375) (4,030)
Increase (decrease) in:    
Accounts payable (80,548) (1,332)
Deferred revenue 13,108 (1,777)
Accrued liabilities and other current liabilities (13,789) (9,594)
Net cash provided by operating activities 126,122 155,035
Cash flows from investing activities:    
Purchases of property and equipment (53,633) (55,250)
Acquisition of businesses, net of cash received (56,698) (9,492)
Proceeds from sale of equity investments 19,455 3,174
Proceeds from sale of businesses, net of cash divested 7,860 0
Other (124) (3,753)
Net cash used in investing activities (83,140) (65,321)
Cash flows from financing activities:    
Repurchase of common stock (87,928) (62,678)
Issuance of common stock under employee stock purchase plan 4,525 4,724
Deferred payments for acquisitions (7,417) (6,679)
Other (940) 21
Net cash used in financing activities (91,760) (64,612)
Effect of exchange rate changes on cash and cash equivalents (1,600) 1,195
Net change in cash and cash equivalents (50,378) 26,297
Cash and cash equivalents at beginning of period 737,612 652,793
Cash and cash equivalents at end of period $ 687,234 $ 679,090
v3.24.2.u1
Condensed Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Total
Common stock
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Beginning balance (in shares) at Dec. 31, 2022   47,269,446      
Beginning balance at Dec. 31, 2022 $ 1,892,611 $ 473 $ 439,681 $ 1,537,830 $ (85,373)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net income 9,052     9,052  
Other comprehensive loss, net of tax (benefit) expense 5,792       5,792
Issuance of restricted stock, net (in shares)   26,017      
Issuance of restricted stock, net (3,232)   (3,766) 534  
Issuance of shares under employee stock purchase plan (in shares)   87,098      
Issuance of restricted stock, net 4,725 $ 1 4,724    
Repurchase and retirement of common stock (in shares)   (980,418)      
Repurchase and retirement of common stock (63,900) $ (10) (9,353) (54,537)  
Share-based compensation 17,619   17,619    
Other, net 15   15    
Ending balance (in shares) at Jun. 30, 2023   46,402,143      
Ending balance at Jun. 30, 2023 1,862,682 $ 464 448,920 1,492,879 (79,581)
Beginning balance (in shares) at Mar. 31, 2023   47,286,093      
Beginning balance at Mar. 31, 2023 1,894,615 $ 473 444,813 1,530,665 (81,336)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net income 16,679     16,679  
Other comprehensive loss, net of tax (benefit) expense 1,755       1,755
Issuance of restricted stock, net (in shares)   9,370      
Issuance of restricted stock, net (357)   (430) 73  
Issuance of shares under employee stock purchase plan (in shares)   87,098      
Issuance of restricted stock, net 4,725 $ 1 4,724    
Repurchase and retirement of common stock (in shares)   (980,418)      
Repurchase and retirement of common stock (63,900) $ (10) (9,353) (54,537)  
Share-based compensation 9,217   9,217    
Other, net (52)   (51) (1)  
Ending balance (in shares) at Jun. 30, 2023   46,402,143      
Ending balance at Jun. 30, 2023 $ 1,862,682 $ 464 448,920 1,492,879 (79,581)
Beginning balance (in shares) at Dec. 31, 2023 46,078,464 46,078,464      
Beginning balance at Dec. 31, 2023 $ 1,892,998 $ 461 472,201 1,491,956 (71,620)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net income 47,537     47,537  
Other comprehensive loss, net of tax (benefit) expense (6,715)       (6,715)
Issuance of restricted stock, net (in shares)   69,269      
Issuance of restricted stock, net (3,838)   (5,252) 1,414  
Issuance of shares under employee stock purchase plan (in shares)   92,589      
Issuance of restricted stock, net 4,525 $ 1 4,524    
Repurchase and retirement of common stock (in shares)   (1,500,000)      
Repurchase and retirement of common stock (84,910) $ (15) (15,723) (69,172)  
Share-based compensation 20,472   20,472    
Other, net $ (182)   10 (192)  
Ending balance (in shares) at Jun. 30, 2024 44,740,322 44,740,322      
Ending balance at Jun. 30, 2024 $ 1,869,887 $ 447 476,232 1,471,543 (78,335)
Beginning balance (in shares) at Mar. 31, 2024   46,134,708      
Beginning balance at Mar. 31, 2024 1,902,012 $ 461 475,926 1,503,838 (78,213)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net income 36,910     36,910  
Other comprehensive loss, net of tax (benefit) expense (122)       (122)
Issuance of restricted stock, net (in shares)   13,025      
Issuance of restricted stock, net 85   (100) 185  
Issuance of shares under employee stock purchase plan (in shares)   92,589      
Issuance of restricted stock, net 4,525 $ 1 4,524    
Repurchase and retirement of common stock (in shares)   (1,500,000)      
Repurchase and retirement of common stock (84,910) $ (15) (15,723) (69,172)  
Share-based compensation 11,600   11,600    
Other, net $ (213)   5 (218)  
Ending balance (in shares) at Jun. 30, 2024 44,740,322 44,740,322      
Ending balance at Jun. 30, 2024 $ 1,869,887 $ 447 $ 476,232 $ 1,471,543 $ (78,335)
v3.24.2.u1
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Stockholders' Equity [Abstract]        
Tax expense (benefit) $ 102 $ (239) $ 83 $ (130)
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Basis of Presentation and Overview
 6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and Overview Basis of Presentation and Overview
The accompanying Condensed Consolidated Financial Statements of Ziff Davis, Inc. and its direct and indirect wholly-owned subsidiaries (“Ziff Davis”, the “Company”, “our”, “us”, or “we”), were prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), and all adjustments considered necessary for a fair presentation have been included. All intercompany accounts and transactions have been eliminated in consolidation.
The accompanying interim Condensed Consolidated Financial Statements have been prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). The preparation of these Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Condensed Consolidated Financial Statements, as well as the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. All normal recurring adjustments necessary for a fair presentation of these interim Condensed Consolidated Financial Statements were made.
This Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 26, 2024 and other filings with the SEC.
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.
Description of Business
Ziff Davis, Inc. is a vertically focused digital media and internet company whose portfolio includes brands in technology, shopping, gaming and entertainment, connectivity, health and wellness, cybersecurity, and martech. Our Digital Media business specializes in the technology, shopping, gaming and entertainment, connectivity, and healthcare markets, offering content, tools, and services to consumers and businesses. Our Cybersecurity and Martech business provides cloud-based subscription and license services to consumers and businesses including cybersecurity, privacy, and marketing technology.
Significant Accounting Policies
The accounting policies followed by the Company are set forth in Note 1 to the Company's consolidated financial statements included in its Form 10-K for the fiscal year ended December 31, 2023.
Direct costs - Direct costs represent the Company’s costs of revenue and primarily include costs associated with compensation for personnel directly involved in revenue generation, content fees, production costs, royalty fees, hosting and licensing costs, processing fees, and depreciation and amortization expense.
For the three and six months ended June 30, 2024, there have been no new or material changes to the significant accounting policies discussed in the Company’s Form 10-K for the fiscal year ended December 31, 2023.
Recent Accounting Pronouncements
Recently issued applicable accounting pronouncements not yet adopted
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This update provides for optional financial reporting alternatives to reduce costs and complexities associated with accounting for contracts, hedging relationships, and other transactions affected by reference rate reform. This update applies only to contracts, hedging relationships, and other transactions that reference London Interbank Offer Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The accommodations were available for all entities through December 31, 2022, with early adoption permitted. This update was later amended by ASU 2022-06.
In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. This update defers the expiration date of Accounting Standards Codification (“ASC”) Topic 848 from December 31, 2022 to December 31, 2024. We are currently evaluating the effect the adoption of this update will have on our consolidated financial statements and related disclosures.
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this update modify the disclosure or presentation requirements of a variety of Topics in the Codification. Certain of the amendments represent clarifications to or technical corrections of the current requirements. For entities subject to the SEC's existing disclosure requirements and entities
required to file/furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for which each amendment will be the date on the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all other entities, amendments will be effective two years later. We are currently evaluating the impact the adoption of this update will have on our consolidated financial statements and related disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides for enhanced disclosures about significant segment expenses. This update enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements. The purpose of this update is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. The amendments in this update are required to be adopted for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. This update will likely result in us including the additional required disclosures when adopted. We are currently evaluating the impact of adoption of this update will have on our consolidated financial statements and related disclosures and expect to adopt them for the year ended December 31, 2024.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in the update require public business entities on an annual basis to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. This update also requires that entities disclose on an annual basis information about the amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than a quantitative threshold. The amendments in this update are required to be adopted for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the effect the adoption of this update will have on our consolidated financial statements and related disclosures.
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Revenues
 6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Revenues Revenues
Digital Media
Digital Media revenues are earned primarily from the delivery of advertising and performance marketing services, licensing, and subscriptions to services and information.
Advertising and Performance Marketing
Revenue from the delivery of advertising services is earned on websites that are owned and operated by us and on those websites that are part of Digital Media’s advertising network. Depending on the individual contracts with the customer, revenue for these services is recognized over the contract period when any of the following performance obligations are satisfied: (i) when an advertisement is placed for viewing, (ii) when a qualified sales lead is delivered, (iii) when a visitor “clicks through” on an advertisement, or (iv) when commissions are earned upon the sale of an advertised product.
The Digital Media business also generates revenues from marketing, performance marketing, production services, and the management of client gift card programs. Such revenues are generally recognized over the period in which the products or services are delivered.
Subscription and Licensing
Revenues from subscriptions is earned through the granting of access to, or delivery of, data products or services to customers. Subscriptions cover video games and related content, health information, data, and other copyrighted material. Revenues are also earned from listing fees, subscriptions to online publications, and from other sources. Subscription revenues are primarily recognized over the contract term. Revenues related to the provision of access to historical data for certain services are recorded at the time of delivery.
The Digital Media business also generates revenues through the license of certain assets to clients. Assets are licensed for clients’ use in their own promotional materials or otherwise and may include logos, editorial reviews, or other copyrighted material that represent symbolic intellectual property, as defined in ASC 606, Revenue from Contracts with Customers. Revenues under such license agreements are generally recognized over the contract term. In instances when technology assets in the form of functional intellectual property are licensed to our clients, revenues from the license of these assets are recognized at a point in time.
Digital Media subscription and licensing revenues include revenues from transactions involving the sale of perpetual software licenses, related software support, and maintenance. Revenue is recognized for software transactions with multiple performance obligations after (i) the contract has been approved and we are committed to perform the respective obligations and (ii) we can identify and quantify each obligation and its respective selling price. Once the respective performance obligations have been identified and quantified, revenue will be recognized when the obligations are met, either over time or at a point in time, depending on the nature of the obligation.
Revenues from software license performance obligations are generally recognized upfront at the point in time that the software is made available to the customer for download and use. Revenues from related software support and maintenance are generally recognized ratably over the contractual period, because technical support, unspecified software product upgrades, maintenance releases, and patches are provided to customers on an as needed basis and they are available during the term of the support period. We are obligated to make the support services available continuously throughout the contract period.
Other
Other revenues primarily include those from the sale of hardware used in conjunction with software described above, online course revenue, and game publishing revenue. Hardware product and related software performance obligations, such as an operating system or firmware, are highly interdependent and interrelated and are accounted for as a bundled performance obligation. The revenues for this bundled performance obligation are generally recognized at the point in time that the hardware and software products are delivered and ownership is transferred to the customer.
Cybersecurity and Martech
The Company’s Cybersecurity and Martech revenues consist of subscription and licensing revenues which primarily include subscription and usage-based fees, a significant portion of which are paid in advance. The Company defers the portions of monthly, quarterly, semi-annual, and annual fees collected in advance of the satisfaction of performance obligations and recognizes them in the period earned.
Along with its numerous proprietary Cybersecurity and Martech solutions, the Company also generates subscription revenues by reselling various third-party solutions, primarily through its email security line of business. These third-party solutions, along with the Company’s proprietary products, allow it to offer customers a variety of solutions to better meet the customer’s needs. 
Principal vs. Agent
The Company determines whether revenue should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction, respectively. The Company records revenue on a gross basis with respect to revenue generated (i) by the Company serving online display and video advertising across its owned and operated web properties, on third-party sites, or on unaffiliated advertising networks; (ii) through the Company’s lead-generation business; and (iii) through the Company’s subscriptions, including the resale of various third-party solutions, primarily through its email security line of business. The Company records revenue on a gross basis with respect to reseller revenue because the Company has control of the specified good or service prior to transferring control to the customer. The Company records revenue on a net basis with respect to revenue paid to the Company by certain third-party advertising networks who serve online display and video advertising across the Company’s owned-and-operated web properties and certain third-party platforms, primarily related to the transfer of functional intellectual property. The Company records revenue on a net basis with respect to revenue earned from servicing the client gift card programs.
Disaggregated Revenues
Revenues from external customers classified by revenue source are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2024202320242023
Digital Media
Advertising and performance marketing
$170,341 $175,083 $326,437 $331,165 
Subscription and licensing
72,764 68,161 146,231 137,309 
Other8,712 9,626 18,201 18,607 
Total Digital Media revenues$251,817 $252,870 $490,869 $487,081 
Cybersecurity and Martech
Subscription and licensing
$68,984 $73,196 $144,436 $146,212 
Total Cybersecurity and Martech revenues$68,984 $73,196 $144,436 $146,212 
Elimination of inter-segment revenues(1)(50)(20)(135)
Total Revenues$320,800 $326,016 $635,285 $633,158 
The Company recorded $58.3 million and $30.3 million of revenue for the three months ended June 30, 2024 and 2023, respectively, and $132.4 million and $95.4 million of revenue for the six months ended June 30, 2024 and 2023, respectively, which was previously included in the deferred revenue balance as of the beginning of each respective year.
Performance Obligations
The Company may be a party to multiple concurrent contracts with the same customers, or a party or parties related to those customers. Some of these situations may require judgment to determine if those arrangements should be accounted for as a single contract. Consideration of both the form and the substance of the arrangement is required. The Company’s contracts with customers may include multiple performance obligations, including contracts when advertising and licensing services are sold together.
The Company determines the transaction price based on the amount to which the Company expects to be entitled in exchange for services provided. The Company includes any fixed consideration within its contracts as part of the total transaction price. The Company’s contracts occasionally contain some component of variable consideration, such as commissions that are recognized in the period of the commissionable event. The Company does not include in the transaction price taxes assessed by a governmental authority that are (i) both imposed on and concurrent with a specific revenue-producing transaction and (ii) collected by us from the customer. Due to the nature of the services provided, there are no obligations for returns.
The Company satisfies its performance obligations upon delivery of services to its customers. Within the Digital Media business, the Company provides content to its advertising partners which the Company sells to its partners’ customer base and receives a revenue share based on the terms of the agreement.
Payment terms vary by type and location of our customers and the services offered. The time between invoicing and when payment is due is generally not significant.
Our Digital Media business consists primarily of performance obligations that are satisfied over time. This was determined based on a review of the contracts and the nature of the services offered, where the customer simultaneously receives and consumes the benefit of the services provided.
Revenue is recognized based on delivery of services over the contract period for advertising and on a straight-line basis or units of output basis over the contract period for subscriptions. The Company believes that the methods described are a faithful depiction of the transfer of goods and services.
The Digital Media business also has licensing arrangements that have standalone functionality. As a result, the performance obligations are satisfied at a point in time.
Our Cybersecurity and Martech business consists primarily of performance obligations that are satisfied over time. This has been determined based on the fact that the nature of services offered are subscription-based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services. Depending on the individual contracts with the customer, revenue for these services is recognized over the contract period when any of the following materially distinct performance obligations are satisfied:
•Voice, email marketing, and search engine optimization as services are delivered.
•Consumer privacy services and data backup capabilities are provided.
•Security solutions, including email and endpoint are provided.
The Company has concluded the best measure of progress toward the complete satisfaction of the performance obligation is a time-based measure. The Company recognizes revenue on a straight-line basis throughout the subscription period, or as usage occurs, or when functional intellectual property is delivered for services outside of the subscription, and believes that the method used is a faithful depiction of the transfer of goods and services.
Transaction Price Allocation to Future Performance Obligations
As of June 30, 2024, the aggregate amount of transaction price that is allocated to future performance obligations was approximately $86.8 million and is expected to be recognized as follows: 39% by December 31, 2024, 45% by December 31, 2025, and 16% thereafter. The amount disclosed does not include revenues related to performance obligations that are part of contracts with original expected durations of twelve months or less or portions of the contracts that remain subject to cancellations. Further, the disclosure does not include contracts for which the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed.
v3.24.2.u1
Business Acquisitions
 6 Months Ended
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Business Acquisitions Business Acquisitions
The Company uses acquisitions as a strategy to grow its customer base by increasing its presence in new and existing markets, expanding and diversifying its service offerings, enhancing its technology, and acquiring skilled personnel.
For the three and six months ended June 30, 2024, the Company recorded $12.3 million and $19.3 million of incremental revenue from the businesses acquired during the six months ended June 30, 2024 and 2023. Net income contributed by these acquisitions was not separately identifiable due to the Company’s integration activities and is impracticable to provide.
2024 Acquisitions
The Company completed the following acquisitions during the six months ended June 30, 2024, paying the purchase price in cash in each transaction: (a) a purchase of 100% of the equity interest in TDS Gift Cards, acquired on February 5, 2024, a California-based digital gifting and branded payments platform, which is reported within our Digital Media segment; and (b) one other Digital Media acquisition.
The acquisition of TDS Gift Cards is expected to expand our ability to offer innovative shopping solutions to our merchant partners and broaden our capabilities to help facilitate commerce between consumers and some of the most highly visible brands. The other acquisition was completed in the second quarter of 2024 and is expected to provide access to new markets and expand the Company’s product lineup within the gaming and entertainment business. Total consideration for these transactions was $203.4 million, or $57.4 million, net of cash acquired.
The following table summarizes the allocation of the preliminary purchase consideration for the acquisition of TDS Gift Cards as of June 30, 2024 (in thousands):
Assets and Liabilities
Valuation (1)
Cash
$142,957 
Accounts receivable and other current assets (2)
171,440 
Intangible assets
108,924 
Goodwill (2)
80,577 
Other assets
289 
Accounts payable and other current liabilities
(290,266)
Deferred tax liability, noncurrent
(25,580)
Other noncurrent liabilities
(861)
Total
$187,480 
(1)During the three months ended June 30, 2024, we recorded a measurement period adjustment of $7.2 million primarily reducing goodwill and increasing customer relationships asset and other purchased intangibles.
(2)The fair value of the assets acquired includes accounts receivable of $170.8 million, of which none is expected to be uncollectible. None of the goodwill recognized is expected to be deductible for income tax purposes.
The preliminary amounts assigned to intangible assets by type for the acquisitions during the six months ended June 30, 2024 are summarized in the table below (in thousands):
Gross Carrying Value
Weighted Average Estimated Life
Customer relationships$88,695 10 years
Trade names and trademarks3,727 6 years
Other purchased intangibles22,253 8 years
Total gross carrying value$114,675 
The initial accounting for the 2024 acquisitions is incomplete due to the timing of available information and is subject to change. The Company has recorded provisional amounts for certain intangible assets as of June 30, 2024.
The Condensed Consolidated Statements of Operations since the date of each acquisition reflect the results of operations of the 2024 acquisitions since the date of the acquisition.
2023 Acquisitions
The Company completed two immaterial Digital Media acquisitions during the six months ended June 30, 2023, paying the purchase price in cash in each transaction.
The Condensed Consolidated Statements of Operations since the date of each acquisition reflect the results of operations of the 2023 acquisitions.
Goodwill recognized associated with these acquisitions during the six months ended June 30, 2023 was $6.6 million, all of which is expected to be deductible for income tax purposes. Approximately $7.2 million of definite-lived intangibles were recorded in connection with these acquisitions during the six months ended June 30, 2023.
v3.24.2.u1
Investments
 6 Months Ended
Jun. 30, 2024
Investments, Debt and Equity Securities [Abstract]  
Investments Investments
Investments consist of equity and debt securities.
Investment in equity securities
On October 7, 2021, we completed the separation of our cloud fax business (the “Separation”) into an independent publicly traded company. Following the Separation, the Company retained shares of publicly traded common stock of Consensus Cloud Solutions, Inc. (“Consensus”). During the three and six months ended June 30, 2023, the Company sold zero and 52,393 shares, respectively, of common stock of Consensus in the open market. As of December 31, 2023, the Company held approximately 1.0 million shares of the common stock of Consensus with the carrying value of $27.1 million, which was included in ‘Short-term investments’ in the Condensed Consolidated Balance Sheets. The Company accounted for its investment in Consensus at fair value under the fair value option, and the related fair value gains and losses were recognized in earnings. For the three months ended June 30, 2024 and 2023, the unrealized losses of zero and $3.2 million, respectively, were recorded in the Condensed Consolidated Statement of Operations. For the six months ended June 30, 2024 and 2023, the unrealized losses of $10.7 million and $23.5 million, respectively, were recorded in the Condensed Consolidated Statement of Operations. During the three and six months ended June 30, 2024, the Company sold its remaining 1,034,295 shares of Consensus common stock in the open market.
On July 31, 2023, the Company entered into an agreement to purchase $25.0 million of equity in Xyla, Inc. (“Xyla”) for a minority ownership stake. This minority investment was made in the form of cash and shares of the Company’s common stock. The Company accounts for its investment in Xyla as an equity investment without a readily determinable fair value measured under the measurement alternative in accordance with ASC Topic 321, Investments — Equity Securities. As of each of June 30, 2024 and December 31, 2023, the carrying value of the investment in Xyla was $25.3 million, including transaction costs, and is included in ‘Long-term investments’ in the Condensed Consolidated Balance Sheets.
Investment in corporate debt security
On April 12, 2022, the Company entered into an agreement with an entity to acquire 4% convertible notes with an aggregate value of $15.0 million. On May 19, 2023, the Company entered into the Note Amendment Agreement (the “Amendment”) with respect to the same entity. The Amendment increased the interest rate on the convertible notes to 6%, extended the maturity date, and subordinated all existing and future obligations, liabilities, and indebtedness of the entity to the entity’s senior creditor, as defined in the Amendment. This investment is included in ‘Long-term investments’ in the Condensed Consolidated Balance Sheets and is classified as available-for-sale. The investment was initially measured at its transaction price and subsequently remeasured at fair value, with unrealized gains and losses reported as a component of other comprehensive income.
As of June 30, 2024, both the carrying value and the maximum exposure of the Company’s investment in corporate debt securities was approximately $16.1 million, with a contractual maturity date that was more than one year but less than five years. As of December 31, 2023, both the carrying value and the maximum exposure of the Company’s investment in corporate debt securities was approximately $15.7 million, with a contractual maturity date that was more than one year but less than five years. Cumulative gross unrealized gains on investment in corporate debt securities as of June 30, 2024 and December 31, 2023 were approximately $1.1 million and $0.7 million, respectively.
 There were no investments in an unrealized loss position as of June 30, 2024 and December 31, 2023.
During the three and six months ended June 30, 2024 and 2023, the Company did not recognize any other-than-temporary impairment losses on its debt securities.
Equity method investment
On September 25, 2017, the Company entered into a commitment to invest in OCV Fund I, LP (the “OCV Fund”). The Company recognizes its equity in the net earnings or losses relating to the investment in the OCV Fund on a one-quarter lag due to the timing and availability of financial information from the OCV Fund. If the Company becomes aware of a significant decline in value that is other-than-temporary, the loss will be recorded in the period in which the Company identifies the decline.
During the three months ended June 30, 2024 and 2023, the Company recognized income (loss) from the equity method investment, net of income taxes of $8.8 million and $(0.6) million, net of tax (expense) benefit, respectively. During the six months ended June 30, 2024 and 2023, the Company recognized income (loss) from the equity method investment, net of income taxes of $8.2 million and $(9.8) million, net of tax (expense) benefit, respectively. The income (loss) in the periods presented were primarily the result of gains in the underlying investments.
As of June 30, 2024, both the carrying value and the maximum exposure of the Company’s equity method investment was approximately $111.0 million. As of December 31, 2023, both the carrying value and the maximum exposure of the Company’s equity method investment was approximately $99.9 million. These equity securities are included in ‘Long-term investments’ in our Condensed Consolidated Balance Sheets.
As a limited partner, the Company’s maximum exposure to loss is limited to its proportional ownership in the partnership. In addition, the Company is not required to contribute any future capital. Finally, there are no call or put options, or other types of arrangements, which limit the Company’s ability to participate in losses and returns of the OCV Fund.
v3.24.2.u1
Fair Value Measurements
 6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
The Company complies with the provisions of ASC 820, which defines fair value, provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value.
§Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
§Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
§Level 3 – Unobservable inputs which are supported by little or no market activity.
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
Recurring Fair Value Measurements
The Company’s money market funds are classified within Level 1. The Company values these Level 1 investments using quoted market prices.
On May 22, 2024, the Company sold its remaining investment in Consensus common stock. The investment in Consensus common stock was an investment in equity securities for which the Company elected the fair value option, and the fair value of the investment in Consensus common stock and subsequent fair value changes were included in our assets of and results from operations, respectively. As of December 31, 2023, our investment in Consensus common stock was remeasured at fair value based on Consensus’ closing stock price and had a balance of $27.1 million in the Condensed Consolidated Balance Sheets. The fair value of the investment in Consensus common stock was determined using quoted market prices, which is a Level 1 input. As of June 30, 2024, our investment in Consensus common stock was zero.
The Company has investment in a corporate debt security that does not have a readily determinable fair value because the acquired securities are privately held, not traded on any public exchanges and not an investment in a mutual fund or similar investment. The investment in corporate debt securities is classified as available-for-sale and is initially measured at its transaction price. The fair value of the corporate debt securities is determined primarily based on estimates and assumptions, including Level 3 inputs. As of June 30, 2024 and December 31, 2023, the fair value was determined based upon various probability-weighted scenarios which included discount rate assumptions between 13% and 14%, depending on the probability scenario. In addition, the determination of fair value included a conversion timeframe of approximately one to three years, depending on the probability scenario, as of June 30, 2024 and as of December 31, 2023.
The Company classifies its contingent consideration liability in connection with acquisitions within Level 3 because factors used to develop the estimated fair value are unobservable inputs, such as volatility and market risks, and are not supported by market activity. The valuation approaches used to value Level 3 investments considers unobservable inputs in the market such as time to liquidity, volatility, dividend yield, and breakpoints. Significant increases or decreases in any of the inputs in isolation could result in a significantly lower or higher fair value measurement.
As of each of June 30, 2024 and December 31, 2023, the contingent consideration was determined using a 100% probability of payout at the maximum amount, without any other estimates applied.
The following tables present the fair values of the Company’s financial assets or liabilities that are measured at fair value on a recurring basis (in thousands):
June 30, 2024Level 1Level 2Level 3Fair ValueCarrying Value
Assets:
Cash equivalents:
Money market and other funds$327,384 $— $— $327,384 $327,384 
Long-term investments:
Investment in corporate debt securities— — 16,059 16,059 16,059 
Total assets measured at fair value$327,384 $— $16,059 $343,443 $343,443 
Liabilities:
Contingent consideration$— $— $2,834 $2,834 $2,834 
Total liabilities measured at fair value$— $— $2,834 $2,834 $2,834 
December 31, 2023Level 1Level 2Level 3Fair ValueCarrying Value
Assets:
Cash equivalents:
Money market and other funds$340,928 $— $— $340,928 $340,928 
Short-term investments:
Consensus common stock27,109 — — 27,109 27,109 
Long-term investments:
Investment in corporate debt securities— — 15,699 15,699 15,699 
Total assets measured at fair value$368,037 $— $15,699 $383,736 $383,736 
Liabilities:
Contingent consideration$— $— $2,834 $2,834 $2,834 
Total liabilities measured at fair value$— $— $2,834 $2,834 $2,834 
At the end of each reporting period, management reviews the inputs to the fair value measurements of financial and non-financial assets and liabilities to determine when transfers between levels are deemed to have occurred. For the three and six months ended June 30, 2024 and 2023, there were no transfers that occurred between levels.
The following table presents a reconciliation of the Company’s Level 3 financial assets related to our contingent consideration arrangements and investment in corporate debt securities that are measured at fair value on a recurring basis (in thousands):
Six months ended June 30,
20242023
Contingent Consideration ArrangementsCorporate Debt SecuritiesContingent Consideration ArrangementsCorporate Debt Securities
Balance as of January 1$2,834 $15,699 $555 $15,586 
Fair value at date of acquisition— — 2,834 — 
Fair value adjustments (1)
— 360 — (519)
Balance as of June 30$2,834 $16,059 $3,389 $15,067 
(1)The fair value adjustments to the corporate debt securities in the table above were recorded in ‘Change in fair value on available-for-sale investments, net’ in the Condensed Consolidated Statements of Comprehensive Income (Loss) during the three and six months ended June 30, 2024 and 2023.
Nonrecurring Fair Value Measurements
The Company’s non-financial assets, such as goodwill, intangible assets, right-of-use assets, and property, plant and equipment, are adjusted to fair value only when an impairment is recognized. The Company’s financial assets, comprised of equity securities without readily determinable fair value, are adjusted to fair value when observable price changes are identified or due to impairment. Such fair value measurements are based predominately on Level 3 inputs.
Other Fair Value Disclosures
The fair value of the Company’s 4.625% Senior Notes and 1.75% Convertible Notes (as defined in Note 7 — Debt) was determined using quoted market prices or dealer quotes for instruments with similar maturities and other terms and credit ratings, which are Level 1 inputs. If such information is not available for the 1.75% Convertible Notes, the fair value is determined using cash flow models of the scheduled payments discounted at market interest rates for comparable debt without the conversion feature.
The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes:
June 30, 2024December 31, 2023
Carrying ValueFair ValueCarrying ValueFair Value
4.625% Senior Notes
$457,001 $415,759 $456,796 $405,408 
1.75% Convertible Notes
$545,459 $510,576 $544,516 $519,492 
v3.24.2.u1
Goodwill and Intangible Assets
 6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Goodwill and Intangible Assets
Goodwill
The changes in carrying amounts of goodwill for the six months ended June 30, 2024 are as follows (in thousands):
Digital MediaCybersecurity and MartechConsolidated
Balance as of January 1, 2024
$1,016,880 $529,185 $1,546,065 
Goodwill acquired (1)
87,347 — 87,347 
Goodwill removed due to sale of businesses (2)
(3,983)— (3,983)
Foreign exchange translation(1,021)(2,138)(3,159)
Balance as of June 30, 2024$1,099,223 $527,047 $1,626,270 
(1)Goodwill recognized in connection with the acquisitions during the six months ended June 30, 2024 (see Note 3 — Business Acquisitions), which is not expected to be deductible for income tax purposes.
(2)During the six months ended June 30, 2024, in a cash transaction, the Company sold an international business at Digital Media within its shopping vertical, which resulted in $4.0 million of goodwill being removed in connection with this sale.
Goodwill as of each of June 30, 2024 and December 31, 2023 reflects accumulated impairment losses of $84.2 million in the Digital Media reportable segment. Following an impairment in 2023 to a reporting unit within the Digital Media reportable segment, there was no excess of reporting unit fair value over the carrying amount. As such, since this last impairment test, any further decrease in estimated fair value would result in an additional impairment charge to goodwill. Changes in market conditions, and key assumptions made in future quantitative assessments, including expected cash flows, competitive factors and discount rates, could negatively impact the results of future impairment testing and could result in the recognition of an impairment charge. As of June 30, 2024, this reporting unit had goodwill of approximately $79.2 million. Further, as of June 30, 2024, there was one other reporting unit within the Digital Media reportable segment that had goodwill of approximately $98.1 million that may be at risk of impairment. Changes in market conditions, and key assumptions made in future quantitative assessments, including expected cash flows, competitive factors and discount rates, could negatively impact the results of future impairment testing and could result in the recognition of an impairment charge. As of June 30, 2024, there were no other reporting units that have material goodwill at risk of impairment as of the most recent test date.
Intangible Assets Subject to Amortization
As of June 30, 2024, intangible assets subject to amortization relate primarily to the following (in thousands):
Historical
Cost		Accumulated
Amortization		Net
Trade names and trademarks$351,527 $206,765 $144,762 
Customer relationships
780,139 585,139 195,000 
Other purchased intangibles401,988 355,930 46,058 
Total$1,533,654 $1,147,834 $385,820 

As of December 31, 2023, intangible assets subject to amortization relate primarily to the following (in thousands):
Historical
Cost		Accumulated
Amortization		Net
Trade names and trademarks$347,895 $192,111 $155,784 
Customer relationships
692,634 555,384 137,250 
Other purchased intangibles379,703 347,331 32,372 
Total$1,420,232 $1,094,826 $325,406 

Amortization expense, included in ‘General, administrative, and other related costs’ in our Condensed Consolidated Statements of Operations, was approximately $27.8 million and $35.3 million for the three months ended June 30, 2024 and 2023, respectively, and $54.1 million and $68.6 million for the six months ended June 30, 2024 and 2023, respectively.
v3.24.2.u1
Debt
 6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Debt Debt
Long-term debt consists of the following (in thousands):
June 30, 2024December 31, 2023
4.625% Senior Notes
$460,038 $460,038 
1.75% Convertible Notes
550,000 550,000 
Total Notes1,010,038 1,010,038 
Credit Agreement— — 
Less: Unamortized discount(2,307)(2,463)
Deferred issuance costs (1)
(5,271)(6,263)
Total long-term debt$1,002,460 $1,001,312 
(1)Includes $4.5 million and $5.5 million of carrying amount of deferred issuance costs on the 1.75% Convertible Notes as of June 30, 2024 and December 31, 2023, respectively, and $0.7 million and $0.8 million of carrying amount of deferred issuance costs on the 4.625% Senior Notes as of June 30, 2024 and December 31, 2023, respectively.
As of June 30, 2024, $550.0 million of principal of 1.75% Convertible Notes will mature in 2026 and $460.0 million of principal of 4.625% Senior Notes will mature in 2030.
4.625% Senior Notes
On October 7, 2020, the Company completed the issuance and sale of $750.0 million aggregate principal amount of its 4.625% senior notes due 2030 (the “4.625% Senior Notes”) in a private placement offering exempt from the registration requirements of the Securities Act of 1933, as amended. The Company received proceeds of $742.7 million after deducting the initial purchasers’ discounts, commissions and offering expenses. The net proceeds were used to redeem all of its then outstanding 6.0% Senior Notes due in 2025 and, the remaining net proceeds were available for general corporate purposes which may include acquisitions and the repurchase or redemption of other outstanding indebtedness.
These senior notes bear interest at a rate of 4.625% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2021. The 4.625% Senior Notes mature on October 15, 2030, and are senior unsecured obligations of the Company which are guaranteed, jointly and severally, on an unsecured basis by certain of the Company’s existing and future domestic direct and indirect wholly-owned subsidiaries (collectively, the “Guarantors”). If the Company or any of its restricted subsidiaries acquires or creates a domestic restricted subsidiary, other than an Insignificant
Subsidiary (as defined in the indenture pursuant to which the 4.625% Senior Notes were issued (the “Indenture”)), after the issue date, or any Insignificant Subsidiary ceases to fit within the definition of Insignificant Subsidiary, such restricted subsidiary is required to unconditionally guarantee, jointly and severally, on an unsecured basis, the Company’s obligations under the 4.625% Senior Notes.
The Company may redeem some or all of the 4.625% Senior Notes at any time on or after October 15, 2025 at specified redemption prices plus accrued and unpaid interest, if any, up to, but excluding the redemption date. In addition, at any time prior to October 15, 2025, the Company may redeem some or all of the 4.625% Senior Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus an applicable “make-whole” premium. The discount and deferred issuance costs are being amortized, at an effective interest rate of 4.7%, to interest expense through the maturity date.
The Indenture contains covenants that restrict the Company’s ability to (i) pay dividends or make distributions on the Company’s common stock or repurchase the Company’s capital stock; (ii) make certain restricted payments; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants contain certain exceptions. Restricted payments are applicable only if the Company and subsidiaries designated as restricted subsidiaries have a net leverage ratio of greater than 3.5 to 1.0. In addition, if such net leverage ratio is in excess of 3.5 to 1.0, the restriction on restricted payments is subject to various exceptions, including the total aggregate amount not exceeding the greater of (A) $250 million and (B) 50.0% of EBITDA for the most recently ended four fiscal quarter period ended immediately prior to such date for which internal financial statements are available. The Company is in compliance with its debt covenants for the 4.625% Senior Notes as of June 30, 2024.
Cumulatively as of June 30, 2024, the Company has repurchased approximately $290 million in aggregate principal of its 4.625% Senior Notes. There were no repurchases of 4.625% Senior Notes during the three and six months ended June 30, 2024 and June 30, 2023.
1.75% Convertible Notes
On November 15, 2019, the Company issued $550.0 million aggregate principal amount of 1.75% convertible senior notes due November 1, 2026 (the “1.75% Convertible Notes”). The Company received proceeds of $537.1 million in cash, net of purchasers’ discounts and commissions and other debt issuance costs. A portion of the net proceeds were used to pay off all amounts outstanding under the then-existing credit facility. The 1.75% Convertible Notes bear interest at a rate of 1.75% per annum, payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2020. The 1.75% Convertible Notes will mature on November 1, 2026, unless earlier converted or repurchased.
Under certain conditions set forth in the indenture, the 1.75% Convertible Notes bear additional interest of 0.50% per annum payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2021. During the three and six months ended June 30, 2023, the Company recorded $7.4 million of interest expense related to the 1.75% Convertible Notes for such additional interest. The Company paid $7.0 million of this interest obligation to the trustee under the indenture for the 1.75% Convertible Notes in August 2023. The Company recorded additional interest of $0.3 million in the third quarter of 2023 and paid the remaining $0.7 million in November 2023. As of August 1, 2023, the Company has complied with the conditions set forth in the indenture. As such , the cumulative $7.7 million interest expense was non-recurring.
Holders may surrender their 1.75% Convertible Notes for conversion at any time prior to the close of business on the business day immediately preceding July 1, 2026 only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on March 31, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding the calendar quarter is greater than 130% of the applicable conversion price of the 1.75% Convertible Notes on each such applicable trading day; (ii) during the five business day period following any 10 consecutive trading day period in which the trading price per $1,000 principal amount of 1.75% Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on each such trading day; or (iii) upon the occurrence of specified corporate events. On or after July 1, 2026, and prior to the close of business on the business day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances. The Company will settle conversions of the 1.75% Convertible Notes by paying or delivering, as the case may be, cash, shares of the Company’s common stock or a combination thereof at the Company’s election. The Company currently intends to satisfy its conversion obligation by paying and delivering a combination of cash and shares of the Company’s common stock. Holders of the notes will have the right to require the Company to repurchase for cash all or any portion of their notes upon the occurrence of certain corporate events, subject to certain conditions. As of June 30, 2024 and December 31, 2023, the market trigger conditions did not meet the conversion requirements of the 1.75%
Convertible Notes and, accordingly, the 1.75% Convertible Notes are classified as long-term debt on our Condensed Consolidated Balance Sheets.
As of June 30, 2024, the conversion rate is 9.3783 shares of the Company’s common stock for each $1,000 principal amount of 1.75% Convertible Notes (or 5,158,071 shares), which represents a conversion price of approximately $106.63 per share of the Company’s common stock. The conversion rate is subject to adjustment for certain events as set forth in the indenture governing the 1.75% Convertible Notes, but will not be adjusted for accrued interest. In addition, upon the occurrence of a “Make-Whole Fundamental Change” (as defined in the 1.75% Convertible Note Indenture), the Company will increase the conversion rate for a holder that elects to convert its 1.75% Convertible Notes in connection with such a corporate event in certain circumstances.
The Company may not redeem the 1.75% Convertible Notes prior to November 1, 2026, and no sinking fund is provided for the 1.75% Convertible Notes.
The 1.75% Convertible Notes are the Company’s general senior unsecured obligations and rank: (i) senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 1.75% Convertible Notes; (ii) equal in right of payment to the Company’s existing and future indebtedness that is not so subordinated; (iii) effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all existing and future indebtedness and other liabilities incurred by the Company’s subsidiaries.
The following table provides the components of interest expense related to the 1.75% Convertible Notes (in thousands):
Three months ended June 30,Six months ended June 30,
2024202320242023
Contractual interest expense$2,406 $9,810 $4,812 $12,216 
Amortization of deferred issuance costs
473 463 943 929 
Total interest expense related to 1.75% Convertible Notes
$2,879 $10,273 $5,755 $13,145 
Accounting for the 1.75% Convertible Notes
In connection with the issuance of the 1.75% Convertible Notes, the Company incurred $12.9 million in deferred issuance costs, which primarily consisted of the underwriters’ discount, legal and other professional service fees. Of the total deferred issuance costs incurred, $10.1 million was attributable to the liability component and is being amortized at an effective interest rate of 5.5%, to interest expense through the maturity date. The remaining $2.8 million of the deferred issuance costs was netted with the equity component in additional paid-in capital at the issuance date. Upon adoption of ASU 2020-06 using the modified retrospective approach, the Company reclassified the $2.8 million from additional paid-in-capital to long-term liability and recorded a cumulative adjustment to retained earnings for amortization from the issuance date through January 1, 2022.
Credit Agreement
On April 7, 2021, the Company entered into a $100.0 million credit agreement (as amended, the “Credit Agreement”). On June 18, 2024, the Company entered into a New Lender Joinder Agreement and Eighth Amendment (the “Joinder and Amendment”) to the Credit Agreement. The Joinder and Amendment provides for, among other things, (i) an increase in the Aggregate Revolving Loan Commitment by an aggregate principal amount of $250.0 million for a total of $350.0 million, (ii) an extension of the scheduled maturity date from April 7, 2026 to the earlier of (x) June 18, 2027 or (y) under certain limited circumstances, August 2, 2026, (iii) a “credit spread adjustment” for SOFR-based borrowings of 0.10% across all interest periods, (iv) the inclusion of limited conditionality borrowing mechanics with respect to certain borrowings and (v) certain other related amendments.
At the Company’s option, amounts borrowed under the Credit Agreement will bear interest at either (i) a base rate equal to the greater of (x) the Federal Funds Effective Rate (as defined in the Credit Agreement) in effect on such day plus 0.5% per annum, (y) the rate of interest per annum most recently announced by the Agent (as defined in the Credit Agreement) as its U.S. Dollar “Reference Rate”, and (z) one month Term SOFR (as defined in the Credit Agreement) plus a credit spread adjustment plus 1.00% or (ii) a rate per annum equal to Term SOFR plus a credit spread adjustment, in each case, plus an applicable margin. The applicable margin relating to any base rate loan will range from 0.50% to 1.25% and the applicable margin relating to any Term SOFR loan will range from 1.50% to 2.25%, in each case, depending on the total leverage ratio of the Company, plus a credit spread adjustment equal to 0.10%. The Company is permitted to make voluntary prepayments of the
Credit Facility at any time without payment of a premium or penalty. The Credit Agreement is secured by an associated collateral agreement that provides for a lien on the majority of the Company’s assets and the assets of the guarantors, in each case, subject to customary exceptions.
As of June 30, 2024, there were no amounts outstanding under the Credit Agreement.
The Credit Agreement contains financial maintenance covenants, including (i) a maximum total leverage ratio as of the last date of any fiscal quarter not to exceed 4.00:1.00 for the Company and its restricted subsidiaries and (ii) a minimum interest coverage ratio as of the last date of any fiscal quarter not less than 3.00:1.00 for the Company and its restricted subsidiaries. The Credit Agreement also contains restrictive covenants that limit, among other things, the Company’s and its restricted subsidiaries’ ability to incur additional indebtedness, create, incur or assume liens, consolidate, merge, liquidate or dissolve, pay dividends or make other distributions or other restricted payments, make or hold certain investments, enter into certain transactions with affiliates, sell assets other than on terms specified by the Credit Agreement, amend the terms of certain other indebtedness and organizational documents, and change their lines of business and fiscal years, in each case, subject to customary exceptions. The Credit Agreement also sets forth customary events of default, including, among other things, the failure to make timely payments under the credit facility, the failure to satisfy certain covenants, cross-default and cross-acceleration to other material debt for borrowed money, the occurrence of a change of control, and specified events of bankruptcy and insolvency. The Company is in compliance with its debt covenants for the Credit Agreement as of June 30, 2024.
v3.24.2.u1
Commitments and Contingencies
 6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Commitments
In the ordinary course of business, the Company enters into commitments including those related to cloud computing, information technology, security, and information and document management. The Company also has revenue sharing arrangements with annual minimum guarantees based upon third-party website advertising metrics and other contractual provisions.
Litigation
From time to time, the Company and its affiliates are involved in litigation and other legal disputes or regulatory inquiries that arise in the ordinary course of business. Any claims or regulatory actions against the Company and its affiliates, whether meritorious or not, could be time consuming and costly, and could divert significant operational resources. The outcomes of such matters are subject to inherent uncertainties, carrying the potential for unfavorable rulings that could include monetary damages and injunctive relief. The Company does not believe, based on current knowledge, that any such legal proceedings or claims, including those set forth below, after giving effect to existing accrued liabilities, are likely to have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. However, depending on the amount and timing, an unfavorable resolution of some or all of these matters could have a material effect on the Company’s consolidated financial position, results of operations, or cash flows in a particular period.
Although the Company cannot predict the outcome of legal or other proceedings with certainty, where there is at least a reasonable possibility that a loss may have been incurred, GAAP requires us to disclose an estimate of the reasonably possible loss or range of loss or make a statement that such an estimate cannot be made. The Company follows a thorough process in which it seeks to estimate the reasonably possible loss or range of loss, and only if it is unable to make such an estimate does it conclude and disclose that an estimate cannot be made. Accordingly, unless otherwise indicated below in our discussion of litigation, a reasonably possible loss or range of loss associated with any individual legal proceeding cannot be estimated.
On July 8, 2020, Jeffrey Garcia filed a putative class action lawsuit against the Company in the Central District of California (20-cv-06096), alleging violations of federal securities laws. The court appointed a lead plaintiff. The Company moved to dismiss the consolidated class action complaint. The court granted the motion to dismiss and the plaintiff filed an amended complaint. The Company moved to dismiss the amended complaint. On August 8, 2022, the court granted the Company’s motion to dismiss the amended complaint without leave to amend. The lead plaintiff appealed the dismissal. On April 19, 2024, the Ninth Circuit Court of Appeals affirmed the dismissal.
On December 11, 2020, Danning Huang filed a lawsuit in the District of Delaware (20-cv-01687-LPS) asserting derivative claims against directors of the Company and other third parties. The lawsuit alleges violations of Section 14(a), Section 10(b), Section 20(a) and Rule 10b-5 of the Securities Exchange Act of 1934, as well as breach of fiduciary duty, unjust enrichment and abuse of control.
On March 24, 2021, Fritz Ringling filed a lawsuit in the District of Delaware (21-cv-00421-UNA) asserting substantially similar derivative claims, and on April 8, 2021, the district court consolidated the two actions under the caption In re J2 Global Stockholder Derivative Litigation. No.: 20-cv-01687-LPS. On June 4, 2024, the plaintiffs in the consolidated case dismissed their claims without prejudice.
The Company has not accrued for any material loss contingencies relating to these legal proceedings because materially unfavorable outcomes are not considered probable by management. It is the Company’s policy to expense as incurred legal fees related to various litigations.
Non-Income Related Taxes
The Company does not collect and remit sales and use, telecommunication, or similar taxes and fees in certain jurisdictions where the Company believes such taxes are not applicable or legally required. Several states and other taxing jurisdictions have presented or threatened the Company with assessments, alleging that the Company is required to collect and remit such taxes there. The Company is currently under audit or is subject to audit for indirect taxes in various states, municipalities, and foreign jurisdictions. The Company recognizes a liability for these matters when it is probable that an obligation exists and the amount can be reasonably estimated based on all relevant information that is available at each reporting period.
The Company established reserves for these matters of $28.1 million as of each of June 30, 2024 and December 31, 2023, which are included in ‘Accounts payable’ and ‘Other long-term liabilities’ on the Condensed Consolidated Balance Sheet. It is reasonably possible that additional liabilities could be incurred resulting in additional expense, which could have a material impact to our financial results, however, as of June 30, 2024 any potential range of loss is not estimable.
v3.24.2.u1
Income Taxes
 6 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The Company’s tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate adjusted for discrete interim period tax impacts. Each quarter the Company updates its estimated annual effective tax rate and, if the estimate changes, makes a cumulative adjustment. The Company’s effective tax rate was 19.9% and 27.2% for the three months ended June 30, 2024 and 2023, respectively, and 27.9% and 23.7% for the six months ended June 30, 2024 and 2023, respectively.
The Company’s effective tax rate for the three and six months ended June 30, 2024 was impacted disproportionately by the recognition and subsequent changes to a valuation allowance against a portion of its U. S. capital loss carryforwards. During the three months ended June 30, 2024, the Company reversed a portion of its valuation allowance, which resulted in a discrete tax benefit of $0.8 million. During the six months ended June 30, 2024, the Company recognized a net valuation allowance against a portion of its U. S. capital loss carryforwards, which resulted in a discrete tax charge of $2.5 million.
The Company’s effective tax rate for the three and six months ended June 30, 2023 was impacted due to the unrealized loss on the Company’s investment in Consensus, which resulted in a discrete tax benefit of approximately $0.8 million and $5.8 million during the three and six months ended June 30, 2023, respectively.
As of June 30, 2024 and December 31, 2023, the Company had $37.1 million and $36.1 million, respectively, in liabilities for uncertain income tax positions included in ‘Other long-term liabilities’ on the Condensed Consolidated Balance Sheets. Accrued interest and penalties related to unrecognized tax benefits are recognized in income tax expense in our Condensed Consolidated Statements of Operations.
Certain taxes are prepaid during the year and, where appropriate, included in ‘Prepaid expenses and other current assets’ in our Condensed Consolidated Balance Sheets. As of June 30, 2024 and December 31, 2023, the Company’s prepaid taxes were $2.0 million and $4.7 million, respectively.
v3.24.2.u1
Stockholders' Equity
 6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
On August 6, 2020, the Company’s Board of Directors (the “Board”) approved a program authorizing the repurchase of up to ten million shares of the Company’s common stock through August 6, 2025 (the “2020 Program”). The Company entered into certain Rule 10b5-1 trading plans to execute repurchases under the 2020 Program. During the three and six months ended June 30, 2024, the Company repurchased 1,500,000 shares under the 2020 Program at an aggregate cost of approximately $84.9 million, including excise tax. During the three and six months ended June 30, 2023, the Company repurchased 980,418 shares under the 2020 Program at an aggregate cost of approximately $63.9 million, including excise tax. Cumulatively as of June 30, 2024, 6,758,692 shares were repurchased under the 2020 Program, at an aggregate cost of $486.7 million, including excise tax. As a result of the repurchases, the number of shares of the Company’s common stock available for purchase as of June 30, 2024 was 3,241,308 shares.
Periodically, participants in the Company’s stock plans surrender to the Company shares of stock to pay the exercise price or to satisfy tax withholding obligations arising upon the exercise of stock options or the vesting of restricted stock and restricted stock units. During the three months ended June 30, 2024 and 2023, the Company purchased and retired 1,353 and 5,223 shares at an aggregate cost of approximately $0.1 million and $0.4 million, respectively, from plan participants for this purpose. During the six months ended June 30, 2024 and 2023, the Company purchased and retired 59,590 and 41,875 shares at an aggregate cost of approximately $4.0 million and $3.2 million, respectively, from plan participants for this purpose.
v3.24.2.u1
Share-Based Compensation
 6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
The Company’s share-based compensation plans include the Ziff Davis, Inc. 2024 Equity Incentive Plan (the “2024 Plan”), the 2015 Stock Option Plan (the “2015 Plan”), and 2001 Employee Stock Purchase Plan (the “Purchase Plan”). Each plan is described below.
On May 7, 2024, the 2024 Plan was approved by the stockholders of the Company and replaced the 2015 Stock Option Plan. The 2024 Plan permits the Company to issue shares of common stock to or for the benefit of employees, consultants, and non-employee directors of the Company and its subsidiaries as part of their compensation. The 2024 Plan provides for the grant of stock options, restricted stock, stock appreciation rights, restricted stock units, performance-based awards, and other incentive awards. Shares authorized but unissued under the 2015 Plan that were not subject to outstanding awards under the 2015 Plan as of May 7, 2024 were canceled. The total number of shares of the Company’s common stock that may be issued under the 2024 Plan shall not exceed 3,500,000 shares, plus any Returned Shares, as defined in the 2024 Plan, under the 2015 Plan and any shares under the 2024 Plan that are subsequently forfeited, canceled, reacquired by the Company, satisfied or are otherwise terminated (other than by exercise) or used to pay tax withholding obligations with respect to outstanding awards issued under the 2024 Plan. The 2024 Plan will expire on March 21, 2034, unless earlier terminated by the Board. Awards outstanding under the 2015 Plan were not impacted by the approval of the 2024 Plan. Collectively, the equity incentive plans are referred to herein as “Plans.”
As of June 30, 2024, 435,135 shares underlying options and 743,310 shares of restricted stock units were outstanding under the Plans. As of June 30, 2024, there were 3,488,228 additional shares underlying options, shares of restricted stock and other share-based awards available for grant under the 2024 Plan.
Share-Based Compensation Expense
The following table presents share-based compensation expense in the Condensed Consolidated Statements of Operations during the periods presented (in thousands):
Three months ended June 30,Six months ended June 30,
2024202320242023
Direct costs
$62 $94 $123 $170 
Sales and marketing1,093 1,038 1,851 1,962 
Research, development, and engineering1,071 958 2,161 1,741 
General, administrative, and other related costs
9,374 7,127 16,337 13,746 
Total share-based compensation expense$11,600 $9,217 $20,472 $17,619 
Restricted Stock and Restricted Stock Units
The Company has awarded restricted stock and restricted stock units to its Board and senior staff pursuant to certain share-based compensation plans. Compensation expense resulting from restricted stock and restricted unit grants is measured at fair value on the date of grant and is recognized as share-based compensation expense over the applicable vesting period. Vesting periods are approximately one year for awards to members of the Company’s Board, generally three to four years for senior staff (excluding market-based awards discussed below) and three to eight years for the Chief Executive Officer. The Company granted 390,284 and 291,159 shares of restricted stock units (excluding awards with market conditions below) (“RSUs”) during the six months ended June 30, 2024 and 2023, respectively.
The Company has awarded certain key employees market-based restricted stock (“PSAs”) and market-based restricted stock units (“PSUs”) pursuant to the Plans. Market-based awards granted prior to 2024 have vesting conditions that are based on specified stock price targets of the Company’s common stock. Market conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Company achieving the specified stock price targets with a 20-day and 30-day look back (trading days). During the six months ended June 30, 2023, the Company awarded 167,606 PSUs at stock price targets ranging from $83.61 to $103.76 per share.
During the six months ended June 30, 2024, the Company awarded 308,970 equity classified PSUs that vest in shares of the Company’s stock ranging from 0% to 200% of the award based on the Company’s attainment of a relative Total Shareholder Return (“TSR”) target compared to the TSR of all listed companies in a market index over the respective one, two, and three-year performance periods. Market conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Company and all listed companies in a market index achieving the relative TSR targets.
Share-based compensation expense related to an award with a market condition is recognized over the requisite service period using the graded-vesting method regardless of whether the market condition is satisfied, provided that the requisite service period has been completed.
The per share weighted average grant-date fair value for the PSUs granted during the six months ended June 30, 2024 and 2023 were $87.17 and $70.07, respectively.
The assumptions used in determining the weighted-average fair values of PSUs granted during the periods presented are as follows:
Six months ended June 30,
20242023
Underlying stock price at valuation date$66.88 $77.80 
Expected volatility32.9 %32.0 %
Risk-free interest rate4.3 %4.1 %
Restricted stock award activity for the six months ended June 30, 2024 is set forth below:
RSAs
PSAs
Number of
Shares
Weighted Average
Grant Date
Fair Value
Number of
Shares
Weighted Average
Grant Date
Fair Value
Nonvested at January 1, 202495,718$70.17 163,181$36.27 
Vested(37,501)71.21 — — 
Forfeited
(154)77.75 — — 
Nonvested at June 30, 2024
58,063 $69.48 163,181 $36.27 
  
Restricted stock unit activity for the six months ended June 30, 2024 is set forth below:
RSUs
PSUs
Number of
Shares

Weighted Average Grant Date Fair Value
Number of Shares (1)
Weighted Average Grant Date Fair Value
Outstanding at January 1, 2024506,425 $88.36 270,772 $77.09 
Granted390,284 66.22308,970 87.17
Vested(129,013)84.13— — 
Forfeited
(24,386)79.82(15,364)78.91 
Outstanding at June 30, 2024743,310 $78.13 564,378 $82.55 
(1)Represents the number of shares at 100% achievement.
As of June 30, 2024, the Company had unrecognized share-based compensation cost of approximately $75.9 million associated with these restricted stock awards and restricted stock units. This cost is expected to be recognized over a weighted-average period of 1.6 years for RSAs and PSAs and 2.4 years for RSUs and PSUs.
v3.24.2.u1
Earnings Per Share
 6 Months Ended
Jun. 30, 2024
Earnings Per Share Reconciliation [Abstract]  
Earnings Per Share Earnings Per Share
The components of basic and diluted earnings (loss) per share are as follows (in thousands, except share and per share data):
Three months ended June 30,
20242023
BasicDilutedBasicDiluted
Numerator for basic and diluted net income per common share:
Net income
$36,910 $36,910 $16,679 $16,679 
Less: Net income available to participating
 securities (1)
— — (2)(2)
Plus: 1.75% Convertible Notes interest expense (after-tax)
— 2,159 — — 
Net income available to the Company’s common shareholders
$36,910 $39,069 $16,677 $16,677 
Denominator:
Basic weighted-average outstanding shares of common stock45,492,809 45,492,809 46,798,800 46,798,800 
Dilutive effect of:
Equity incentive plans
— 14,232 — — 
Convertible debt — 5,158,071 — — 
Diluted weighted-average outstanding shares of common stock45,492,809 50,665,112 46,798,800 46,798,800 
Net income per share:
$0.81 $0.77 $0.36 $0.36 
(1)Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid).

Six months ended June 30,
20242023
BasicDilutedBasicDiluted
Numerator for basic and diluted net income per common share:
Net income
$47,537 $47,537 $9,052 $9,052 
Less: Net income available to participating
securities (1)
— — (2)(2)
Plus: 1.75% Convertible Notes interest expense (after-tax)
— 4,317 — — 
Net income available to the Company’s common shareholders
$47,537 $51,854 $9,050 $9,050 
Denominator:
Basic weighted-average outstanding shares of common stock45,676,726 45,676,726 46,892,504 46,892,504 
Dilutive effect of:
Equity incentive plans
— 54,782 — — 
Convertible debt — 5,158,071 — — 
Diluted weighted-average outstanding shares of common stock45,676,726 50,889,579 46,892,504 46,892,504 
Net income per share:
$1.04 $1.02 $0.19 $0.19 
(1)Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid).
For the three months ended June 30, 2024 and 2023, there were 1,322,295 and 1,548,331 shares, respectively, of stock options and restricted stock excluded from the calculation of diluted shares as they were anti-dilutive primarily due to the average stock price during the 2024 and 2023 periods. For the six months ended June 30, 2024 and 2023, there were 1,136,167 and 1,548,331 shares, respectively, of stock options and restricted stock excluded from the calculation of diluted shares as they were anti-dilutive primarily due to the average stock price during the 2024 and 2023 periods. During each of the three and six months ended June 30, 2024, zero shares related to convertible debt were excluded from diluted shares because they were anti-dilutive under the if-converted method for the diluted net income per share calculation of the convertible debt instrument. For the three and six months ended June 30, 2023, 5,158,071 shares related to convertible debt were excluded from diluted shares because they were anti-dilutive under the if-converted method for the diluted net income per share calculation of convertible debt instruments.
v3.24.2.u1
Segment Information
 6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Segment Information Segment Information
The Company’s businesses are based on the organizational structure used by the chief operating decision maker (“CODM”). The Company aggregates its operating segments into two reportable segments: Digital Media and Cybersecurity and Martech.
The accounting policies of the businesses are the same as those described in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2024. The Company evaluates performance based on revenue and profit or loss from operations.
Information on reportable segments and reconciliation to income from operations is as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2024202320242023
Revenue by reportable segment:
Digital Media$251,817 $252,870 $490,869 $487,081 
Cybersecurity and Martech68,984 73,196 144,436 146,212 
Elimination of inter-segment revenues (1)
(1)(50)(20)(135)
Total segment revenues320,800 326,016 635,285 633,158 
Corporate
— — — — 
Total revenues$320,800 $326,016 $635,285 $633,158 
Operating costs and expenses by reportable segment (2):
Digital Media216,798 216,154 424,245 421,896 
Cybersecurity and Martech57,437 59,679 113,480 121,092 
Elimination of inter-segment operating expenses(1)(50)(20)(135)
Total segment operating expenses274,234 275,783 537,705 542,853 
Corporate (3)
17,997 11,338 33,150 25,095 
Total operating costs and expenses292,231 287,121 570,855 567,948 
Operating income by reportable segment:
Digital Media operating income
35,019 36,716 66,624 65,185 
Cybersecurity and Martech operating income11,547 13,517 30,956 25,120 
Total segment operating income
46,566 50,233 97,580 90,305 
Corporate (3)
(17,997)(11,338)(33,150)(25,095)
Income from operations
$28,569 $38,895 $64,430 $65,210 
(1)Inter-segment revenues relate to the Digital Media reportable segment.
(2)Operating expenses for each segment include direct costs and other operating expenses that are directly attributable to the segment, such as employee compensation expense, sales and marketing expenses, engineering and network operations expense, depreciation and amortization, and other administrative expenses.
(3)Corporate includes costs associated with general, administrative, and other related costs that are managed on a global basis and that are not directly attributable to any particular segment.
v3.24.2.u1
Supplemental Cash Flow Information
 6 Months Ended
Jun. 30, 2024
Supplemental Cash Flow Elements [Abstract]  
Supplemental Cash Flow Information Supplemental Cash Flow Information
Non-cash investing and financing activities were as follows (in thousands):
Six months ended June 30,
20242023
Non-cash investing activity:
Property and equipment, accrued but unpaid$— $55 
Right-of-use assets acquired in exchange for operating lease obligations$— $311 

Supplemental data (in thousands):
Six months ended June 30,
20242023
Interest paid$15,451 $15,443 
Income taxes paid, net of refunds$35,337 $29,966 
v3.24.2.u1
Accumulated Other Comprehensive (Loss) Income
 6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Accumulated Other Comprehensive (Loss) Income Accumulated Other Comprehensive (Loss) Income
The following table summarizes the changes in accumulated balances of other comprehensive loss (income), net of tax, for the three months ended June 30, 2024 (in thousands):
Unrealized Gains on Investments
Foreign Currency TranslationTotal
Balance as of April 1, 2024$474 $(78,687)$(78,213)
Other comprehensive income (loss), net of tax
341 (463)(122)
Balance as of June 30, 2024
$815 $(79,150)$(78,335)
The following table summarizes the changes in accumulated balances of other comprehensive loss (income), net of tax, for the six months ended June 30, 2024 (in thousands):
Unrealized Gains on Investments
Foreign Currency TranslationTotal
Balance as of January 1, 2024
$537 $(72,157)$(71,620)
Other comprehensive income (loss), net of tax
278 (6,993)(6,715)
Balance as of June 30, 2024
$815 $(79,150)$(78,335)
There were no reclassifications out of accumulated other comprehensive loss for the three and six months ended June 30, 2024 and 2023, respectively.
v3.24.2.u1
Subsequent Events
 6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
3.625% Convertible Notes
On July 16, 2024, the Company issued $263.1 million in aggregate principal amount of new 3.625% Convertible Notes due 2028 (the “3.625% Convertible Notes”) and paid an aggregate of approximately $135.0 million in cash in exchange for approximately $400.9 million in aggregate principal amount of the Company’s 1.75% Convertible Notes (collectively, the “Exchange Transaction”) pursuant to separate, privately negotiated exchange agreements with certain holders of the 1.75% Convertible Notes. The Company also paid outstanding and accrued interest on the exchanged 1.75% Convertible Notes. The Exchange Transaction is expected to be accounted for as a debt modification.
The 3.625% Convertible Notes bear interest at a rate of 3.625% per annum on the principal amount thereof, payable semi-annually in arrears on September 1 and March 1 of each year, beginning on March 1, 2025, to the noteholders of record of the 3.625% Convertible Notes as of the close of business on the immediately preceding August 15 and February 15, respectively. The 3.625% Convertible Notes will mature on March 1, 2028, unless earlier converted or repurchased. The 3.625% Convertible Notes can be settled in cash, the Company’s common stock, or a combination of cash and the Company’s common stock, at $0.01 par value per share, at the Company’s election.
Holders may surrender their 3.625% Convertible Notes for conversion at any time prior to the close of business on the business day immediately preceding December 1, 2027 only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on September 30, 2024 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding the calendar quarter is greater than or equal to 130% of the applicable conversion price of the 3.625% Convertible Notes on each such applicable trading day; (ii) during the five business day period following any 10 consecutive trading day period in which the trading price per $1,000 principal amount of 3.625% Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on each such trading day; or (iii) upon the occurrence of specified corporate events. On or after December 1, 2027, and prior to the close of business on the business day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances, at an initial conversion rate of 10 shares of the Company’s common stock per $1,000 principal amount of 3.625% Convertible Notes. The Company will settle conversions of the 3.625% Convertible Notes by paying or delivering, as the case may be, cash, shares of the Company’s common stock or a combination thereof at the Company’s election. Holders of the notes will have the right to require the Company to repurchase for cash all or any portion of their notes upon the occurrence of certain corporate events, subject to certain conditions.
The initial conversion rate of the 3.625% Convertible Notes is 10 shares per $1,000 principal amount of the 3.625% Convertible Notes, which represents an initial conversion price of $100 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events as set forth in the indenture governing the 3.625% Convertible Notes, but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a “Make-Whole Fundamental Change”, as defined in the 3.625% Convertible Note Indenture, the Company will in certain circumstances increase the conversion rate for a holder that elects to convert its 3.625% Convertible Notes in connection with such a corporate event.
The Company may not redeem the 3.625% Convertible Notes prior to the maturity date, and no sinking fund is provided for the 3.625% Convertible Notes.
The 3.625% Convertible Notes are the Company’s general senior unsecured obligations and rank: (i) senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 3.625% Convertible Notes; (ii) equal in right of payment to the Company’s existing and future indebtedness that is not so subordinated; (iii) effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all existing and future indebtedness and other liabilities incurred by the Company’s subsidiaries
Share Repurchases
On August 2, 2024, the Board of the Company authorized (i) an increase in its 2020 Program pursuant to which the Company may purchase up to an additional 5 million shares of the Company’s common stock (the “Additional Authorization”) and (ii) an extension of the expiration date of the share repurchase program from August 6, 2025 to August 2, 2029. As a result of the Additional Authorization, the aggregate number of shares of the Company’s common stock under the 2020 Program increased from up to 10 million shares to up to 15 million shares of the Company’s common stock, with 8,241,308 shares remaining under the 2020 Program as of August 2, 2024.
Business Acquisition
On August 5, 2024, the Company and CNET Media, Inc. and certain CNET related companies (together, “CNET”) entered into an agreement for the Company’s acquisition of 100% of the equity interests of CNET for an aggregate price of approximately $150 million, subject to satisfaction of certain closing conditions. CNET is a digital media publication platform that is expected to be part of our technology business within our Digital Media segment.
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ 36,910 $ 16,679 $ 47,537 $ 9,052
v3.24.2.u1
Insider Trading Arrangements
 3 Months Ended
Jun. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.2.u1
Basis of Presentation and Overview (Policies)
 6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Recent Accounting Pronouncements
Recent Accounting Pronouncements
Recently issued applicable accounting pronouncements not yet adopted
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This update provides for optional financial reporting alternatives to reduce costs and complexities associated with accounting for contracts, hedging relationships, and other transactions affected by reference rate reform. This update applies only to contracts, hedging relationships, and other transactions that reference London Interbank Offer Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The accommodations were available for all entities through December 31, 2022, with early adoption permitted. This update was later amended by ASU 2022-06.
In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. This update defers the expiration date of Accounting Standards Codification (“ASC”) Topic 848 from December 31, 2022 to December 31, 2024. We are currently evaluating the effect the adoption of this update will have on our consolidated financial statements and related disclosures.
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this update modify the disclosure or presentation requirements of a variety of Topics in the Codification. Certain of the amendments represent clarifications to or technical corrections of the current requirements. For entities subject to the SEC's existing disclosure requirements and entities
required to file/furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for which each amendment will be the date on the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all other entities, amendments will be effective two years later. We are currently evaluating the impact the adoption of this update will have on our consolidated financial statements and related disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides for enhanced disclosures about significant segment expenses. This update enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements. The purpose of this update is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. The amendments in this update are required to be adopted for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. This update will likely result in us including the additional required disclosures when adopted. We are currently evaluating the impact of adoption of this update will have on our consolidated financial statements and related disclosures and expect to adopt them for the year ended December 31, 2024.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in the update require public business entities on an annual basis to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. This update also requires that entities disclose on an annual basis information about the amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than a quantitative threshold. The amendments in this update are required to be adopted for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the effect the adoption of this update will have on our consolidated financial statements and related disclosures.
Revenue Recognition
Digital Media revenues are earned primarily from the delivery of advertising and performance marketing services, licensing, and subscriptions to services and information.
Advertising and Performance Marketing
Revenue from the delivery of advertising services is earned on websites that are owned and operated by us and on those websites that are part of Digital Media’s advertising network. Depending on the individual contracts with the customer, revenue for these services is recognized over the contract period when any of the following performance obligations are satisfied: (i) when an advertisement is placed for viewing, (ii) when a qualified sales lead is delivered, (iii) when a visitor “clicks through” on an advertisement, or (iv) when commissions are earned upon the sale of an advertised product.
The Digital Media business also generates revenues from marketing, performance marketing, production services, and the management of client gift card programs. Such revenues are generally recognized over the period in which the products or services are delivered.
Subscription and Licensing
Revenues from subscriptions is earned through the granting of access to, or delivery of, data products or services to customers. Subscriptions cover video games and related content, health information, data, and other copyrighted material. Revenues are also earned from listing fees, subscriptions to online publications, and from other sources. Subscription revenues are primarily recognized over the contract term. Revenues related to the provision of access to historical data for certain services are recorded at the time of delivery.
The Digital Media business also generates revenues through the license of certain assets to clients. Assets are licensed for clients’ use in their own promotional materials or otherwise and may include logos, editorial reviews, or other copyrighted material that represent symbolic intellectual property, as defined in ASC 606, Revenue from Contracts with Customers. Revenues under such license agreements are generally recognized over the contract term. In instances when technology assets in the form of functional intellectual property are licensed to our clients, revenues from the license of these assets are recognized at a point in time.
Digital Media subscription and licensing revenues include revenues from transactions involving the sale of perpetual software licenses, related software support, and maintenance. Revenue is recognized for software transactions with multiple performance obligations after (i) the contract has been approved and we are committed to perform the respective obligations and (ii) we can identify and quantify each obligation and its respective selling price. Once the respective performance obligations have been identified and quantified, revenue will be recognized when the obligations are met, either over time or at a point in time, depending on the nature of the obligation.
Revenues from software license performance obligations are generally recognized upfront at the point in time that the software is made available to the customer for download and use. Revenues from related software support and maintenance are generally recognized ratably over the contractual period, because technical support, unspecified software product upgrades, maintenance releases, and patches are provided to customers on an as needed basis and they are available during the term of the support period. We are obligated to make the support services available continuously throughout the contract period.
Other
Other revenues primarily include those from the sale of hardware used in conjunction with software described above, online course revenue, and game publishing revenue. Hardware product and related software performance obligations, such as an operating system or firmware, are highly interdependent and interrelated and are accounted for as a bundled performance obligation. The revenues for this bundled performance obligation are generally recognized at the point in time that the hardware and software products are delivered and ownership is transferred to the customer.
Cybersecurity and Martech
The Company’s Cybersecurity and Martech revenues consist of subscription and licensing revenues which primarily include subscription and usage-based fees, a significant portion of which are paid in advance. The Company defers the portions of monthly, quarterly, semi-annual, and annual fees collected in advance of the satisfaction of performance obligations and recognizes them in the period earned.
Along with its numerous proprietary Cybersecurity and Martech solutions, the Company also generates subscription revenues by reselling various third-party solutions, primarily through its email security line of business. These third-party solutions, along with the Company’s proprietary products, allow it to offer customers a variety of solutions to better meet the customer’s needs. 
Principal vs. Agent
The Company determines whether revenue should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction, respectively. The Company records revenue on a gross basis with respect to revenue generated (i) by the Company serving online display and video advertising across its owned and operated web properties, on third-party sites, or on unaffiliated advertising networks; (ii) through the Company’s lead-generation business; and (iii) through the Company’s subscriptions, including the resale of various third-party solutions, primarily through its email security line of business. The Company records revenue on a gross basis with respect to reseller revenue because the Company has control of the specified good or service prior to transferring control to the customer. The Company records revenue on a net basis with respect to revenue paid to the Company by certain third-party advertising networks who serve online display and video advertising across the Company’s owned-and-operated web properties and certain third-party platforms, primarily related to the transfer of functional intellectual property. The Company records revenue on a net basis with respect to revenue earned from servicing the client gift card programs.
Performance Obligations
The Company may be a party to multiple concurrent contracts with the same customers, or a party or parties related to those customers. Some of these situations may require judgment to determine if those arrangements should be accounted for as a single contract. Consideration of both the form and the substance of the arrangement is required. The Company’s contracts with customers may include multiple performance obligations, including contracts when advertising and licensing services are sold together.
The Company determines the transaction price based on the amount to which the Company expects to be entitled in exchange for services provided. The Company includes any fixed consideration within its contracts as part of the total transaction price. The Company’s contracts occasionally contain some component of variable consideration, such as commissions that are recognized in the period of the commissionable event. The Company does not include in the transaction price taxes assessed by a governmental authority that are (i) both imposed on and concurrent with a specific revenue-producing transaction and (ii) collected by us from the customer. Due to the nature of the services provided, there are no obligations for returns.
The Company satisfies its performance obligations upon delivery of services to its customers. Within the Digital Media business, the Company provides content to its advertising partners which the Company sells to its partners’ customer base and receives a revenue share based on the terms of the agreement.
Payment terms vary by type and location of our customers and the services offered. The time between invoicing and when payment is due is generally not significant.
Our Digital Media business consists primarily of performance obligations that are satisfied over time. This was determined based on a review of the contracts and the nature of the services offered, where the customer simultaneously receives and consumes the benefit of the services provided.
Revenue is recognized based on delivery of services over the contract period for advertising and on a straight-line basis or units of output basis over the contract period for subscriptions. The Company believes that the methods described are a faithful depiction of the transfer of goods and services.
The Digital Media business also has licensing arrangements that have standalone functionality. As a result, the performance obligations are satisfied at a point in time.
Our Cybersecurity and Martech business consists primarily of performance obligations that are satisfied over time. This has been determined based on the fact that the nature of services offered are subscription-based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services. Depending on the individual contracts with the customer, revenue for these services is recognized over the contract period when any of the following materially distinct performance obligations are satisfied:
•Voice, email marketing, and search engine optimization as services are delivered.
•Consumer privacy services and data backup capabilities are provided.
•Security solutions, including email and endpoint are provided.
The Company has concluded the best measure of progress toward the complete satisfaction of the performance obligation is a time-based measure. The Company recognizes revenue on a straight-line basis throughout the subscription period, or as usage occurs, or when functional intellectual property is delivered for services outside of the subscription, and believes that the method used is a faithful depiction of the transfer of goods and services.
Fair Value Measurements
The Company complies with the provisions of ASC 820, which defines fair value, provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value.
§Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
§Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
§Level 3 – Unobservable inputs which are supported by little or no market activity.
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
Recurring Fair Value Measurements
The Company’s money market funds are classified within Level 1. The Company values these Level 1 investments using quoted market prices.
On May 22, 2024, the Company sold its remaining investment in Consensus common stock. The investment in Consensus common stock was an investment in equity securities for which the Company elected the fair value option, and the fair value of the investment in Consensus common stock and subsequent fair value changes were included in our assets of and results from operations, respectively. As of December 31, 2023, our investment in Consensus common stock was remeasured at fair value based on Consensus’ closing stock price and had a balance of $27.1 million in the Condensed Consolidated Balance Sheets. The fair value of the investment in Consensus common stock was determined using quoted market prices, which is a Level 1 input. As of June 30, 2024, our investment in Consensus common stock was zero.
The Company has investment in a corporate debt security that does not have a readily determinable fair value because the acquired securities are privately held, not traded on any public exchanges and not an investment in a mutual fund or similar investment. The investment in corporate debt securities is classified as available-for-sale and is initially measured at its transaction price. The fair value of the corporate debt securities is determined primarily based on estimates and assumptions, including Level 3 inputs. As of June 30, 2024 and December 31, 2023, the fair value was determined based upon various probability-weighted scenarios which included discount rate assumptions between 13% and 14%, depending on the probability scenario. In addition, the determination of fair value included a conversion timeframe of approximately one to three years, depending on the probability scenario, as of June 30, 2024 and as of December 31, 2023.
The Company classifies its contingent consideration liability in connection with acquisitions within Level 3 because factors used to develop the estimated fair value are unobservable inputs, such as volatility and market risks, and are not supported by market activity. The valuation approaches used to value Level 3 investments considers unobservable inputs in the market such as time to liquidity, volatility, dividend yield, and breakpoints. Significant increases or decreases in any of the inputs in isolation could result in a significantly lower or higher fair value measurement.
As of each of June 30, 2024 and December 31, 2023, the contingent consideration was determined using a 100% probability of payout at the maximum amount, without any other estimates applied.
v3.24.2.u1
Revenues (Tables)
 6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue
Revenues from external customers classified by revenue source are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2024202320242023
Digital Media
Advertising and performance marketing
$170,341 $175,083 $326,437 $331,165 
Subscription and licensing
72,764 68,161 146,231 137,309 
Other8,712 9,626 18,201 18,607 
Total Digital Media revenues$251,817 $252,870 $490,869 $487,081 
Cybersecurity and Martech
Subscription and licensing
$68,984 $73,196 $144,436 $146,212 
Total Cybersecurity and Martech revenues$68,984 $73,196 $144,436 $146,212 
Elimination of inter-segment revenues(1)(50)(20)(135)
Total Revenues$320,800 $326,016 $635,285 $633,158 
v3.24.2.u1
Business Acquisitions (Tables)
 6 Months Ended
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Summary of Preliminary Purchase Consideration
The following table summarizes the allocation of the preliminary purchase consideration for the acquisition of TDS Gift Cards as of June 30, 2024 (in thousands):
Assets and Liabilities
Valuation (1)
Cash
$142,957 
Accounts receivable and other current assets (2)
171,440 
Intangible assets
108,924 
Goodwill (2)
80,577 
Other assets
289 
Accounts payable and other current liabilities
(290,266)
Deferred tax liability, noncurrent
(25,580)
Other noncurrent liabilities
(861)
Total
$187,480 
(1)During the three months ended June 30, 2024, we recorded a measurement period adjustment of $7.2 million primarily reducing goodwill and increasing customer relationships asset and other purchased intangibles.
(2)The fair value of the assets acquired includes accounts receivable of $170.8 million, of which none is expected to be uncollectible. None of the goodwill recognized is expected to be deductible for income tax purposes.
Summary of Intangible Assets
The preliminary amounts assigned to intangible assets by type for the acquisitions during the six months ended June 30, 2024 are summarized in the table below (in thousands):
Gross Carrying Value
Weighted Average Estimated Life
Customer relationships$88,695 10 years
Trade names and trademarks3,727 6 years
Other purchased intangibles22,253 8 years
Total gross carrying value$114,675 
v3.24.2.u1
Fair Value Measurements (Tables)
 6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Values of Financial Instruments Measured On Recurring Basis
The following tables present the fair values of the Company’s financial assets or liabilities that are measured at fair value on a recurring basis (in thousands):
June 30, 2024Level 1Level 2Level 3Fair ValueCarrying Value
Assets:
Cash equivalents:
Money market and other funds$327,384 $— $— $327,384 $327,384 
Long-term investments:
Investment in corporate debt securities— — 16,059 16,059 16,059 
Total assets measured at fair value$327,384 $— $16,059 $343,443 $343,443 
Liabilities:
Contingent consideration$— $— $2,834 $2,834 $2,834 
Total liabilities measured at fair value$— $— $2,834 $2,834 $2,834 
December 31, 2023Level 1Level 2Level 3Fair ValueCarrying Value
Assets:
Cash equivalents:
Money market and other funds$340,928 $— $— $340,928 $340,928 
Short-term investments:
Consensus common stock27,109 — — 27,109 27,109 
Long-term investments:
Investment in corporate debt securities— — 15,699 15,699 15,699 
Total assets measured at fair value$368,037 $— $15,699 $383,736 $383,736 
Liabilities:
Contingent consideration$— $— $2,834 $2,834 $2,834 
Total liabilities measured at fair value$— $— $2,834 $2,834 $2,834 
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation
The following table presents a reconciliation of the Company’s Level 3 financial assets related to our contingent consideration arrangements and investment in corporate debt securities that are measured at fair value on a recurring basis (in thousands):
Six months ended June 30,
20242023
Contingent Consideration ArrangementsCorporate Debt SecuritiesContingent Consideration ArrangementsCorporate Debt Securities
Balance as of January 1$2,834 $15,699 $555 $15,586 
Fair value at date of acquisition— — 2,834 — 
Fair value adjustments (1)
— 360 — (519)
Balance as of June 30$2,834 $16,059 $3,389 $15,067 
(1)The fair value adjustments to the corporate debt securities in the table above were recorded in ‘Change in fair value on available-for-sale investments, net’ in the Condensed Consolidated Statements of Comprehensive Income (Loss) during the three and six months ended June 30, 2024 and 2023.
Schedule of Carrying and Fair Values
The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes:
June 30, 2024December 31, 2023
Carrying ValueFair ValueCarrying ValueFair Value
4.625% Senior Notes
$457,001 $415,759 $456,796 $405,408 
1.75% Convertible Notes
$545,459 $510,576 $544,516 $519,492 
v3.24.2.u1
Goodwill and Intangible Assets (Tables)
 6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Changes in Carrying Amounts of Goodwill
The changes in carrying amounts of goodwill for the six months ended June 30, 2024 are as follows (in thousands):
Digital MediaCybersecurity and MartechConsolidated
Balance as of January 1, 2024
$1,016,880 $529,185 $1,546,065 
Goodwill acquired (1)
87,347 — 87,347 
Goodwill removed due to sale of businesses (2)
(3,983)— (3,983)
Foreign exchange translation(1,021)(2,138)(3,159)
Balance as of June 30, 2024$1,099,223 $527,047 $1,626,270 
(1)Goodwill recognized in connection with the acquisitions during the six months ended June 30, 2024 (see Note 3 — Business Acquisitions), which is not expected to be deductible for income tax purposes.
(2)During the six months ended June 30, 2024, in a cash transaction, the Company sold an international business at Digital Media within its shopping vertical, which resulted in $4.0 million of goodwill being removed in connection with this sale.
Intangible Assets Subject to Amortization
As of June 30, 2024, intangible assets subject to amortization relate primarily to the following (in thousands):
Historical
Cost		Accumulated
Amortization		Net
Trade names and trademarks$351,527 $206,765 $144,762 
Customer relationships
780,139 585,139 195,000 
Other purchased intangibles401,988 355,930 46,058 
Total$1,533,654 $1,147,834 $385,820 

As of December 31, 2023, intangible assets subject to amortization relate primarily to the following (in thousands):
Historical
Cost		Accumulated
Amortization		Net
Trade names and trademarks$347,895 $192,111 $155,784 
Customer relationships
692,634 555,384 137,250 
Other purchased intangibles379,703 347,331 32,372 
Total$1,420,232 $1,094,826 $325,406 
v3.24.2.u1
Debt (Tables)
 6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Long-term Debt
Long-term debt consists of the following (in thousands):
June 30, 2024December 31, 2023
4.625% Senior Notes
$460,038 $460,038 
1.75% Convertible Notes
550,000 550,000 
Total Notes1,010,038 1,010,038 
Credit Agreement— — 
Less: Unamortized discount(2,307)(2,463)
Deferred issuance costs (1)
(5,271)(6,263)
Total long-term debt$1,002,460 $1,001,312 
(1)Includes $4.5 million and $5.5 million of carrying amount of deferred issuance costs on the 1.75% Convertible Notes as of June 30, 2024 and December 31, 2023, respectively, and $0.7 million and $0.8 million of carrying amount of deferred issuance costs on the 4.625% Senior Notes as of June 30, 2024 and December 31, 2023, respectively.
Schedule of Debt
The following table provides the components of interest expense related to the 1.75% Convertible Notes (in thousands):
Three months ended June 30,Six months ended June 30,
2024202320242023
Contractual interest expense$2,406 $9,810 $4,812 $12,216 
Amortization of deferred issuance costs
473 463 943 929 
Total interest expense related to 1.75% Convertible Notes
$2,879 $10,273 $5,755 $13,145 
v3.24.2.u1
Share-Based Compensation (Tables)
 6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award
The following table presents share-based compensation expense in the Condensed Consolidated Statements of Operations during the periods presented (in thousands):
Three months ended June 30,Six months ended June 30,
2024202320242023
Direct costs
$62 $94 $123 $170 
Sales and marketing1,093 1,038 1,851 1,962 
Research, development, and engineering1,071 958 2,161 1,741 
General, administrative, and other related costs
9,374 7,127 16,337 13,746 
Total share-based compensation expense$11,600 $9,217 $20,472 $17,619 
Market-Based Restricted Stock Awards, Valuation Assumptions
The assumptions used in determining the weighted-average fair values of PSUs granted during the periods presented are as follows:
Six months ended June 30,
20242023
Underlying stock price at valuation date$66.88 $77.80 
Expected volatility32.9 %32.0 %
Risk-free interest rate4.3 %4.1 %
Restricted Stock and Restricted Stock Unit Award Activity
Restricted stock award activity for the six months ended June 30, 2024 is set forth below:
RSAs
PSAs
Number of
Shares
Weighted Average
Grant Date
Fair Value
Number of
Shares
Weighted Average
Grant Date
Fair Value
Nonvested at January 1, 202495,718$70.17 163,181$36.27 
Vested(37,501)71.21 — — 
Forfeited
(154)77.75 — — 
Nonvested at June 30, 2024
58,063 $69.48 163,181 $36.27 
  
Restricted stock unit activity for the six months ended June 30, 2024 is set forth below:
RSUs
PSUs
Number of
Shares

Weighted Average Grant Date Fair Value
Number of Shares (1)
Weighted Average Grant Date Fair Value
Outstanding at January 1, 2024506,425 $88.36 270,772 $77.09 
Granted390,284 66.22308,970 87.17
Vested(129,013)84.13— — 
Forfeited
(24,386)79.82(15,364)78.91 
Outstanding at June 30, 2024743,310 $78.13 564,378 $82.55 
(1)Represents the number of shares at 100% achievement.
v3.24.2.u1
Earnings Per Share (Tables)
 6 Months Ended
Jun. 30, 2024
Earnings Per Share Reconciliation [Abstract]  
Components of Basic and Diluted Earnings Per Share
The components of basic and diluted earnings (loss) per share are as follows (in thousands, except share and per share data):
Three months ended June 30,
20242023
BasicDilutedBasicDiluted
Numerator for basic and diluted net income per common share:
Net income
$36,910 $36,910 $16,679 $16,679 
Less: Net income available to participating
 securities (1)
— — (2)(2)
Plus: 1.75% Convertible Notes interest expense (after-tax)
— 2,159 — — 
Net income available to the Company’s common shareholders
$36,910 $39,069 $16,677 $16,677 
Denominator:
Basic weighted-average outstanding shares of common stock45,492,809 45,492,809 46,798,800 46,798,800 
Dilutive effect of:
Equity incentive plans
— 14,232 — — 
Convertible debt — 5,158,071 — — 
Diluted weighted-average outstanding shares of common stock45,492,809 50,665,112 46,798,800 46,798,800 
Net income per share:
$0.81 $0.77 $0.36 $0.36 
(1)Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid).

Six months ended June 30,
20242023
BasicDilutedBasicDiluted
Numerator for basic and diluted net income per common share:
Net income
$47,537 $47,537 $9,052 $9,052 
Less: Net income available to participating
securities (1)
— — (2)(2)
Plus: 1.75% Convertible Notes interest expense (after-tax)
— 4,317 — — 
Net income available to the Company’s common shareholders
$47,537 $51,854 $9,050 $9,050 
Denominator:
Basic weighted-average outstanding shares of common stock45,676,726 45,676,726 46,892,504 46,892,504 
Dilutive effect of:
Equity incentive plans
— 54,782 — — 
Convertible debt — 5,158,071 — — 
Diluted weighted-average outstanding shares of common stock45,676,726 50,889,579 46,892,504 46,892,504 
Net income per share:
$1.04 $1.02 $0.19 $0.19 
(1)Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid).
v3.24.2.u1
Segment Information (Tables)
 6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Reconciliation of Total Segment Operating Income to Consolidated Operating Income
Information on reportable segments and reconciliation to income from operations is as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2024202320242023
Revenue by reportable segment:
Digital Media$251,817 $252,870 $490,869 $487,081 
Cybersecurity and Martech68,984 73,196 144,436 146,212 
Elimination of inter-segment revenues (1)
(1)(50)(20)(135)
Total segment revenues320,800 326,016 635,285 633,158 
Corporate
— — — — 
Total revenues$320,800 $326,016 $635,285 $633,158 
Operating costs and expenses by reportable segment (2):
Digital Media216,798 216,154 424,245 421,896 
Cybersecurity and Martech57,437 59,679 113,480 121,092 
Elimination of inter-segment operating expenses(1)(50)(20)(135)
Total segment operating expenses274,234 275,783 537,705 542,853 
Corporate (3)
17,997 11,338 33,150 25,095 
Total operating costs and expenses292,231 287,121 570,855 567,948 
Operating income by reportable segment:
Digital Media operating income
35,019 36,716 66,624 65,185 
Cybersecurity and Martech operating income11,547 13,517 30,956 25,120 
Total segment operating income
46,566 50,233 97,580 90,305 
Corporate (3)
(17,997)(11,338)(33,150)(25,095)
Income from operations
$28,569 $38,895 $64,430 $65,210 
(1)Inter-segment revenues relate to the Digital Media reportable segment.
(2)Operating expenses for each segment include direct costs and other operating expenses that are directly attributable to the segment, such as employee compensation expense, sales and marketing expenses, engineering and network operations expense, depreciation and amortization, and other administrative expenses.
(3)Corporate includes costs associated with general, administrative, and other related costs that are managed on a global basis and that are not directly attributable to any particular segment.
v3.24.2.u1
Supplemental Cash Flow Information (Tables)
 6 Months Ended
Jun. 30, 2024
Supplemental Cash Flow Elements [Abstract]  
Schedule of Other Significant Noncash Transactions
Non-cash investing and financing activities were as follows (in thousands):
Six months ended June 30,
20242023
Non-cash investing activity:
Property and equipment, accrued but unpaid$— $55 
Right-of-use assets acquired in exchange for operating lease obligations$— $311 
Other Supplemental Data
Supplemental data (in thousands):
Six months ended June 30,
20242023
Interest paid$15,451 $15,443 
Income taxes paid, net of refunds$35,337 $29,966 
v3.24.2.u1
Accumulated Other Comprehensive (Loss) Income (Tables)
 6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Summary of Changes in Accumulated Balances in Other Comprehensive Income
The following table summarizes the changes in accumulated balances of other comprehensive loss (income), net of tax, for the three months ended June 30, 2024 (in thousands):
Unrealized Gains on Investments
Foreign Currency TranslationTotal
Balance as of April 1, 2024$474 $(78,687)$(78,213)
Other comprehensive income (loss), net of tax
341 (463)(122)
Balance as of June 30, 2024
$815 $(79,150)$(78,335)
The following table summarizes the changes in accumulated balances of other comprehensive loss (income), net of tax, for the six months ended June 30, 2024 (in thousands):
Unrealized Gains on Investments
Foreign Currency TranslationTotal
Balance as of January 1, 2024
$537 $(72,157)$(71,620)
Other comprehensive income (loss), net of tax
278 (6,993)(6,715)
Balance as of June 30, 2024
$815 $(79,150)$(78,335)
v3.24.2.u1
Revenues (Disaggregation of Revenue) (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Disaggregation of Revenue [Line Items]        
Total revenues $ 320,800 $ 326,016 $ 635,285 $ 633,158
Operating Segments        
Disaggregation of Revenue [Line Items]        
Total revenues 320,800 326,016 635,285 633,158
Operating Segments | Digital Media        
Disaggregation of Revenue [Line Items]        
Total revenues 251,817 252,870 490,869 487,081
Operating Segments | Cybersecurity and Martech        
Disaggregation of Revenue [Line Items]        
Total revenues 68,984 73,196 144,436 146,212
Operating Segments | Advertising and performance marketing | Digital Media        
Disaggregation of Revenue [Line Items]        
Total revenues 170,341 175,083 326,437 331,165
Operating Segments | Subscription and licensing | Digital Media        
Disaggregation of Revenue [Line Items]        
Total revenues 72,764 68,161 146,231 137,309
Operating Segments | Subscription and licensing | Cybersecurity and Martech        
Disaggregation of Revenue [Line Items]        
Total revenues 68,984 73,196 144,436 146,212
Operating Segments | Other | Digital Media        
Disaggregation of Revenue [Line Items]        
Total revenues 8,712 9,626 18,201 18,607
Elimination of inter-segment revenues        
Disaggregation of Revenue [Line Items]        
Total revenues $ (1) $ (50) $ (20) $ (135)
v3.24.2.u1
Revenues (Narrative) (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Disaggregation of Revenue [Line Items]        
Contract liability, revenue recognized $ 58.3 $ 30.3 $ 132.4 $ 95.4
Revenue, remaining performance obligation $ 86.8   $ 86.8  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01        
Disaggregation of Revenue [Line Items]        
Remaining performance obligation, percent 39.00%   39.00%  
Remaining performance obligation, period 6 months   6 months  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01        
Disaggregation of Revenue [Line Items]        
Remaining performance obligation, percent 45.00%   45.00%  
Remaining performance obligation, period 1 year   1 year  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01        
Disaggregation of Revenue [Line Items]        
Remaining performance obligation, percent 16.00%   16.00%  
Remaining performance obligation, period    
v3.24.2.u1
Business Acquisitions (Narrative) (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
Feb. 05, 2024
Dec. 31, 2023
Business Acquisition [Line Items]          
Revenue of acquiree since acquisition date $ 12,300 $ 19,300      
Total consideration net of cash   56,698 $ 9,492    
Goodwill 1,626,270 1,626,270     $ 1,546,065
TDS Gift Cards          
Business Acquisition [Line Items]          
Percentage of voting interests acquired       100.00%  
Consideration paid in cash 187,480 187,480      
Goodwill 80,577 80,577      
Fiscal 2024 Acquisition          
Business Acquisition [Line Items]          
Consideration paid in cash 203,400 203,400      
Total consideration net of cash 57,400        
Fiscal 2023 Acquisitions          
Business Acquisition [Line Items]          
Goodwill $ 6,600 6,600      
Definite-lived intangible assets acquired   $ 7,200      
v3.24.2.u1
Business Acquisitions (Preliminary Purchase Consideration) (Details) - USD ($)
$ in Thousands
 3 Months Ended
Jun. 30, 2024
Feb. 05, 2024
Dec. 31, 2023
Business Acquisition [Line Items]      
Intangible assets $ 114,675    
Goodwill 1,626,270   $ 1,546,065
Goodwill measurement period adjustments 7,200    
TDS Gift Cards      
Business Acquisition [Line Items]      
Cash 142,957    
Accounts receivable and other current assets 171,440    
Intangible assets 108,924    
Goodwill 80,577    
Other assets 289    
Accounts payable and other current liabilities (290,266)    
Deferred tax liability, noncurrent (25,580)    
Other noncurrent liabilities (861)    
Total $ 187,480    
Accounts receivable   $ 170,800  
Amount expected to be uncollectable   0  
Expected income tax deductible amount   $ 0  
v3.24.2.u1
Business Acquisitions (Amounts Assigned to Intangible Assets by Type) (Details)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
USD ($)
Business Acquisition [Line Items]  
Gross Carrying Value $ 114,675
Customer relationships  
Business Acquisition [Line Items]  
Gross Carrying Value $ 88,695
Weighted Average Estimated Life 10 years
Trade names and trademarks  
Business Acquisition [Line Items]  
Gross Carrying Value $ 3,727
Weighted Average Estimated Life 6 years
Other purchased intangibles  
Business Acquisition [Line Items]  
Gross Carrying Value $ 22,253
Weighted Average Estimated Life 8 years
v3.24.2.u1
Investments (Details)
 3 Months Ended 6 Months Ended
Jul. 31, 2023
USD ($)
Jun. 30, 2024
USD ($)
shares
Jun. 30, 2023
USD ($)
investment
shares
Jun. 30, 2024
USD ($)
shares
Jun. 30, 2023
USD ($)
investment
shares
Dec. 31, 2023
USD ($)
investment
shares
May 19, 2023
Apr. 12, 2022
USD ($)
Equity Securities [Line Items]                
Number of shares sold in transaction (in shares) | shares   1,034,295 0 1,034,295 52,393      
Equity securities, shares owned (in shares) | shares           1,000,000    
Carrying value of investment           $ 27,100,000    
Unrealized losses   $ 0 $ (3,200,000) $ (10,700,000) $ (23,500,000)      
Gross unrealized gains   1,100,000   1,100,000   $ 700,000    
Investments in an unrealized loss position | investment     0   0 0    
Impairment losses   0 $ 0 0 $ 0      
Income (loss) from equity method investment, net of income taxes   8,817,000 $ (573,000) 8,172,000 $ (9,755,000)      
Equity method investments   111,000,000   111,000,000   $ 99,900,000    
Xyla, Inc.                
Equity Securities [Line Items]                
Payments to acquire equity securities without readily determinable fair value $ 25,000,000.0              
Equity securities without readily determinable fair value   25,300,000   25,300,000   25,300,000    
Corporate Debt Securities                
Equity Securities [Line Items]                
Debt securities, available-for-sale, coupon rate             6.00% 4.00%
Debt securities, available-for-sale               $ 15,000,000
Carrying value of investment   $ 16,100,000   $ 16,100,000   $ 15,700,000    
Corporate Debt Securities | Minimum                
Equity Securities [Line Items]                
Debt securities, available-for-sale, term   1 year   1 year   1 year    
Corporate Debt Securities | Maximum                
Equity Securities [Line Items]                
Debt securities, available-for-sale, term   5 years   5 years   5 years    
v3.24.2.u1
Fair Value Measurements (Narrative) (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
Dec. 31, 2023
USD ($)
Oct. 07, 2020
Nov. 15, 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Short-term investments $ 0 $ 27,109    
Measurement Input, Discount Rate | Minimum        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Debt securities, available-for-sale, measurement input 0.13 0.13    
Measurement Input, Discount Rate | Maximum        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Debt securities, available-for-sale, measurement input 0.14 0.14    
Measurement Input, Conversion Term | Minimum        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Debt securities, available-for-sale, term 1 year 1 year    
Measurement Input, Conversion Term | Maximum        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Debt securities, available-for-sale, term 3 years 3 years    
$4.625% Senior Notes | Senior Notes        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Stated interest rate     4.625%  
$1.75% Convertible Notes | Convertible Debt        
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]        
Stated interest rate       1.75%
v3.24.2.u1
Fair Value Measurements (Fair Values of Financial Instruments Measured On Recurring Basis) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Consensus common stock   $ 27,100
Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Consensus common stock   27,109
Investment in corporate debt securities $ 16,059 15,699
Total assets measured at fair value 343,443 383,736
Contingent consideration 2,834 2,834
Total liabilities measured at fair value 2,834 2,834
Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Consensus common stock   27,109
Investment in corporate debt securities 16,059 15,699
Total assets measured at fair value 343,443 383,736
Contingent consideration 2,834 2,834
Total liabilities measured at fair value 2,834 2,834
Money market and other funds | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 327,384 340,928
Money market and other funds | Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 327,384 340,928
Level 1 | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Consensus common stock   27,109
Investment in corporate debt securities 0 0
Total assets measured at fair value 327,384 368,037
Contingent consideration 0 0
Total liabilities measured at fair value 0 0
Level 1 | Money market and other funds | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 327,384 340,928
Level 2 | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Consensus common stock   0
Investment in corporate debt securities 0 0
Total assets measured at fair value 0 0
Contingent consideration 0 0
Total liabilities measured at fair value 0 0
Level 2 | Money market and other funds | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 0 0
Level 3 | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Consensus common stock   0
Investment in corporate debt securities 16,059 15,699
Total assets measured at fair value 16,059 15,699
Contingent consideration 2,834 2,834
Total liabilities measured at fair value 2,834 2,834
Level 3 | Money market and other funds | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents $ 0 $ 0
v3.24.2.u1
Fair Value Measurements (Reconciliation of Level 3 Financial Assets Measured on Recurring Basis) (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Contingent Consideration Arrangements    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Balance as of January 1 $ 2,834 $ 555
Fair value at date of acquisition 0 2,834
Fair value adjustments 0 0
Balance as of June 30 2,834 3,389
Corporate Debt Securities    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Balance as of January 1 15,699 15,586
Fair value at date of acquisition 0 0
Fair value adjustments 360 (519)
Balance as of June 30 $ 16,059 $ 15,067
v3.24.2.u1
Fair Value Measurements (Carrying and Fair Value) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
$4.625% Senior Notes | Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Fair value of debt instruments $ 457,001 $ 456,796
$4.625% Senior Notes | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Fair value of debt instruments 415,759 405,408
$1.75% Convertible Notes | Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Fair value of debt instruments 545,459 544,516
$1.75% Convertible Notes | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Fair value of debt instruments $ 510,576 $ 519,492
v3.24.2.u1
Goodwill and Intangible Assets (Changes in Carrying Amounts of Goodwill) (Details)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
USD ($)
Goodwill [Roll Forward]  
Beginning balance $ 1,546,065
Goodwill acquired 87,347
Goodwill removed due to sale of businesses (3,983)
Foreign exchange translation (3,159)
Ending balance 1,626,270
Operating Segments | Digital Media  
Goodwill [Roll Forward]  
Beginning balance 1,016,880
Goodwill acquired 87,347
Goodwill removed due to sale of businesses (3,983)
Foreign exchange translation (1,021)
Ending balance 1,099,223
Operating Segments | Cybersecurity and Martech  
Goodwill [Roll Forward]  
Beginning balance 529,185
Goodwill acquired 0
Goodwill removed due to sale of businesses 0
Foreign exchange translation (2,138)
Ending balance $ 527,047
v3.24.2.u1
Goodwill and Intangible Assets (Narrative) (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]          
Goodwill $ 1,626,270   $ 1,626,270   $ 1,546,065
Amortization expense 27,800 $ 35,300 54,100 $ 68,600  
Digital Media          
Finite-Lived Intangible Assets [Line Items]          
Goodwill impairment loss     84,200   84,200
Digital Media | Operating Segments          
Finite-Lived Intangible Assets [Line Items]          
Goodwill 1,099,223   1,099,223   $ 1,016,880
Digital Media | Operating Segments | Digital Media Subsegment, One          
Finite-Lived Intangible Assets [Line Items]          
Goodwill 79,200   79,200    
Digital Media | Operating Segments | Digital Media Subsegment, Two          
Finite-Lived Intangible Assets [Line Items]          
Goodwill $ 98,100   $ 98,100    
v3.24.2.u1
Goodwill and Intangible Assets (Intangible Assets Subject to Amortization) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Historical Cost $ 1,533,654 $ 1,420,232
Accumulated Amortization 1,147,834 1,094,826
Net 385,820 325,406
Trade names and trademarks    
Finite-Lived Intangible Assets [Line Items]    
Historical Cost 351,527 347,895
Accumulated Amortization 206,765 192,111
Net 144,762 155,784
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Historical Cost 780,139 692,634
Accumulated Amortization 585,139 555,384
Net 195,000 137,250
Other purchased intangibles    
Finite-Lived Intangible Assets [Line Items]    
Historical Cost 401,988 379,703
Accumulated Amortization 355,930 347,331
Net $ 46,058 $ 32,372
v3.24.2.u1
Debt - Long-term Debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Oct. 07, 2020
Nov. 15, 2019
Debt Instrument [Line Items]        
Less: Unamortized discount $ (2,307) $ (2,463)    
Debt issuance costs (5,271) (6,263)    
Total long-term debt 1,002,460 1,001,312    
Revolving Credit Facility        
Debt Instrument [Line Items]        
Long-term debt, gross 0 0    
Senior Notes | $4.625% Senior Notes        
Debt Instrument [Line Items]        
Stated interest rate     4.625%  
Long-term debt, gross 460,038 460,038    
Debt issuance costs (700) (800)    
Convertible Debt        
Debt Instrument [Line Items]        
Long-term debt, gross 1,010,038 1,010,038    
Convertible Debt | $1.75% Convertible Notes        
Debt Instrument [Line Items]        
Stated interest rate       1.75%
Long-term debt, gross 550,000 550,000    
Debt issuance costs $ (4,500) $ (5,500)   $ (2,800)
v3.24.2.u1
Debt - Narrative (Details)
 1 Months Ended 3 Months Ended 4 Months Ended 6 Months Ended
Jun. 18, 2024
USD ($)
Nov. 01, 2023
USD ($)
Oct. 07, 2021
Apr. 07, 2021
USD ($)
Oct. 07, 2020
USD ($)
fiscalQuarterPeriod
Nov. 15, 2019
USD ($)
tradingDay
Aug. 31, 2023
USD ($)
Jun. 30, 2024
USD ($)
$ / shares
Sep. 30, 2023
USD ($)
Nov. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
$ / shares
shares
Dec. 31, 2023
USD ($)
May 01, 2021
Debt Instrument [Line Items]                          
Principal maturing in 2026               $ 550,000,000     $ 550,000,000    
Principal maturing in 2030               460,000,000     460,000,000    
Deferred issuance costs               5,271,000     5,271,000 $ 6,263,000  
Basis spread on variable rate 0.10%                        
Revolving Credit Facility                          
Debt Instrument [Line Items]                          
Line of credit facility, maximum borrowing capacity $ 350,000,000.0     $ 100,000,000                  
Increase available $ 250,000,000.0                        
$1.75% Convertible Notes | Convertible Debt                          
Debt Instrument [Line Items]                          
Stated interest rate           1.75%              
Debt instrument, face amount           $ 550,000,000.0              
Proceeds from debt, net of issuance costs           $ 537,100,000              
Effective interest rate           5.50%              
Additional interest                         0.50%
Interest expense   $ 700,000           $ 7,400,000     $ 7,400,000    
Interest expense paid to trustees             $ 7,000,000            
Additional interest                 $ 300,000        
Non-recurring interest expense                   $ 7,700,000      
Convertible debt conversion ratio     0.0093783                    
Shares issued in debt-for-equity exchange (in shares) | shares                     5,158,071    
Convertible debt conversion price (in usd per share) | $ / shares               $ 106.63     $ 106.63    
Gross debt issuance costs           $ 12,900,000              
Accumulated amortization of debt issuance costs           10,100,000              
Deferred issuance costs           $ 2,800,000   $ 4,500,000     $ 4,500,000 5,500,000  
$1.75% Convertible Notes | Convertible Debt | Debt Instrument, Redemption, Period One                          
Debt Instrument [Line Items]                          
Convertible debt threshold trading days | tradingDay           20              
Convertible debt threshold consecutive trading days | tradingDay           30              
Convertible debt conversion ratio           1.30              
$1.75% Convertible Notes | Convertible Debt | Debt Instrument, Redemption, Period Two                          
Debt Instrument [Line Items]                          
Convertible debt threshold trading days | tradingDay           5              
Convertible debt threshold consecutive trading days | tradingDay           10              
Convertible debt conversion ratio           0.98              
$4.625% Senior Notes | Senior Notes                          
Debt Instrument [Line Items]                          
Stated interest rate         4.625%                
Debt instrument, face amount         $ 750,000,000                
Proceeds from debt, net of issuance costs         $ 742,700,000                
Effective interest rate         4.70%                
Covenant, leverage ratio, minimum         3.5                
Covenant restricted payment threshold         $ 250,000,000                
Covenant, EBITDA minimum         50.00%                
Covenant, EBITDA minimum, fiscal quarter period | fiscalQuarterPeriod         4                
Repurchased principal                     290,000,000    
Deferred issuance costs               $ 700,000     $ 700,000 $ 800,000  
$4.625% Senior Notes | Senior Notes | Debt Instrument, Redemption, Period Two                          
Debt Instrument [Line Items]                          
Redemption price, percentage         100.00%                
6.0% Senior Notes | Senior Notes                          
Debt Instrument [Line Items]                          
Stated interest rate         6.00%                
Bridge Loan Facility | Secured Overnight Financing Rate (SOFR) | Minimum                          
Debt Instrument [Line Items]                          
Basis spread on variable rate       1.50%                  
Bridge Loan Facility | Secured Overnight Financing Rate (SOFR) | Maximum                          
Debt Instrument [Line Items]                          
Basis spread on variable rate       2.25%                  
Bridge Loan Facility | Base Rate | Minimum                          
Debt Instrument [Line Items]                          
Basis spread on variable rate       0.50%                  
Bridge Loan Facility | Base Rate | Maximum                          
Debt Instrument [Line Items]                          
Basis spread on variable rate       1.25%                  
Bridge Loan Facility | Credit Spread Adjustment                          
Debt Instrument [Line Items]                          
Basis spread on variable rate       0.10%                  
Bridge Loan Facility | Bridge Loan | Federal Funds Effective Rate                          
Debt Instrument [Line Items]                          
Basis spread on variable rate       0.50%                  
Bridge Loan Facility | Bridge Loan | Secured Overnight Financing Rate (SOFR)                          
Debt Instrument [Line Items]                          
Derivative basis spread on variable rate       1.00%                  
Credit Agreement | Line of Credit                          
Debt Instrument [Line Items]                          
Debt instrument, covenant, leverage ratio, maximum               4.00     4.00    
Debt instrument, covenant, interest coverage ratio, minimum                     3.00    
v3.24.2.u1
Debt - Components of Interest Expense Related to Convertible Notes (Details) - $1.75% Convertible Notes - Convertible Debt - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Debt Instrument [Line Items]        
Contractual interest expense $ 2,406 $ 9,810 $ 4,812 $ 12,216
Amortization of deferred issuance costs 473 463 943 929
Total interest expense related to 1.75% Convertible Notes $ 2,879 $ 10,273 $ 5,755 $ 13,145
v3.24.2.u1
Commitments and Contingencies (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]    
Estimate of possible loss $ 28.1 $ 28.1
v3.24.2.u1
Income Taxes (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Income Tax Disclosure [Abstract]          
Effective tax rate 19.90% 27.20% 27.90% 23.70%  
Discrete tax benefit $ 800 $ 800 $ 2,500 $ 5,800  
Unrecognized tax benefits 37,100   37,100   $ 36,100
Prepaid tax payments $ 2,000   $ 2,000   $ 4,700
v3.24.2.u1
Stockholders' Equity (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended 47 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Aug. 06, 2020
Class of Stock [Line Items]            
Number of shares purchased from plan participants (in shares) 1,353 5,223 59,590 41,875    
Tax withholding aggregate cost $ 0.1 $ 0.4 $ 4.0 $ 3.2    
2020 Repurchase Program            
Class of Stock [Line Items]            
Maximum number of shares authorized to be repurchased (in shares)           10,000,000
Shares repurchased under the program (in shares) 1,500,000 980,418 1,500,000 980,418 6,758,692  
Shares repurchased aggregate cost $ 84.9 $ 63.9 $ 84.9 $ 63.9 $ 486.7  
Number of remaining shares available for purchase (in shares) 3,241,308   3,241,308   3,241,308  
v3.24.2.u1
Share-Based Compensation (Narrative) (Details)
$ / shares in Units, $ in Millions
 6 Months Ended
Jun. 30, 2024
USD ($)
d
$ / shares
shares
Jun. 30, 2023
$ / shares
shares
Dec. 31, 2023
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of options outstanding (in shares) 435,135    
Restricted Stock Units (RSUs)      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Restricted stock units outstanding (in shares) 743,310   506,425
Granted (in shares) 390,284 291,159  
Weighted-average period to recognize compensation cost (in years) 2 years 4 months 24 days    
Restricted Stock And Restricted Stock Unit (RSU) | Board of Directors      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting periods 1 year    
Market-based Restricted Stock Awards (PSAs)      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Granted (in shares)   167,606  
Trading days | d 20    
Trading days, lookback | d 30    
Weighted-average period to recognize compensation cost (in years) 1 year 7 months 6 days    
Restricted Stock, Restricted Stock Unit (RSU), Market-based Restricted Stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Unrecognized compensation cost related to non-vested awards granted | $ $ 75.9    
Restricted Stock Awards (RSAs)      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Weighted-average period to recognize compensation cost (in years) 1 year 7 months 6 days    
Market-based Restricted Stock Units (PSUs)      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Restricted stock units outstanding (in shares) 564,378   270,772
Granted (in shares) 308,970    
Weighted-average grant-date fair values of restricted stock awards granted (in dollars per share) | $ / shares $ 87.17 $ 70.07  
Weighted-average period to recognize compensation cost (in years) 2 years 4 months 24 days    
Minimum | Restricted Stock And Restricted Stock Unit (RSU) | Senior Staff      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting periods 3 years    
Minimum | Restricted Stock And Restricted Stock Unit (RSU) | Chief Executive Officer      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting periods 3 years    
Minimum | Market-based Restricted Stock Awards (PSAs)      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Weighted-average grant-date fair values of restricted stock awards granted (in dollars per share) | $ / shares   83.61  
Minimum | Market-based Restricted Stock Units (PSUs)      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting percentage 0.00%    
Maximum | Restricted Stock And Restricted Stock Unit (RSU) | Senior Staff      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting periods 4 years    
Maximum | Restricted Stock And Restricted Stock Unit (RSU) | Chief Executive Officer      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting periods 8 years    
Maximum | Market-based Restricted Stock Awards (PSAs)      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Weighted-average grant-date fair values of restricted stock awards granted (in dollars per share) | $ / shares   $ 103.76  
Maximum | Market-based Restricted Stock Units (PSUs)      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting percentage 200.00%    
2024 Stock Option Plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Maximum issuance of common stock (in shares) 3,500,000    
Number of shares available for issuance (in shares) 3,488,228    
2015 Stock Option Plan | Restricted Stock Units (RSUs)      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Restricted stock units outstanding (in shares) 743,310    
v3.24.2.u1
Share-Based Compensation (Effects of Share-based Compensation expense in the Condensed Consolidated Statements of Operations) (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total share-based compensation expense $ 11,600 $ 9,217 $ 20,472 $ 17,619
Direct costs        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total share-based compensation expense 62 94 123 170
Sales and marketing        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total share-based compensation expense 1,093 1,038 1,851 1,962
Research, development and engineering        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total share-based compensation expense 1,071 958 2,161 1,741
General, administrative, and other related costs        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total share-based compensation expense $ 9,374 $ 7,127 $ 16,337 $ 13,746
v3.24.2.u1
Share-Based Compensation (Market-Based Restricted Stock Awards, Valuation Assumptions) (Details) - Market-based Restricted Stock Units (PSUs) - $ / shares
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Underlying stock price at valuation date (in usd per share) $ 66.88 $ 77.80
Expected volatility (as a percent) 32.90% 32.00%
Risk-free interest rate (as a percent) 4.30% 4.10%
v3.24.2.u1
Share-Based Compensation (Restricted Stock and Restricted Stock Unit Award Activity) (Details) - $ / shares
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Restricted Stock Awards (RSAs)    
Number of Shares    
Nonvested at beginning of period (in shares) 95,718  
Vested (in shares) (37,501)  
Forfeited (in shares) (154)  
Nonvested at end of period (in shares) 58,063  
Number of Shares    
Vested (in shares) (37,501)  
Forfeited (in shares) 154  
Weighted Average Grant Date Fair Value    
Nonvested at beginning of period (in dollars per share) $ 70.17  
Vested (in dollars per share) 71.21  
Forfeited (in dollars per share) 77.75  
Nonvested at end of period (in dollars per share) $ 69.48  
Market-based Restricted Stock Awards (PSAs)    
Number of Shares    
Nonvested at beginning of period (in shares) 163,181  
Vested (in shares) 0  
Forfeited (in shares) 0  
Nonvested at end of period (in shares) 163,181  
Number of Shares    
Granted (in shares)   167,606
Vested (in shares) 0  
Forfeited (in shares) 0  
Weighted Average Grant Date Fair Value    
Nonvested at beginning of period (in dollars per share) $ 36.27  
Vested (in dollars per share) 0  
Forfeited (in dollars per share) 0  
Nonvested at end of period (in dollars per share) $ 36.27  
Restricted Stock Units (RSUs)    
Number of Shares    
Vested (in shares) (129,013)  
Forfeited (in shares) (24,386)  
Number of Shares    
Outstanding at beginning of period (in shares) 506,425  
Granted (in shares) 390,284 291,159
Vested (in shares) (129,013)  
Forfeited (in shares) 24,386  
Outstanding at end of period (in shares) 743,310  
Weighted Average Grant Date Fair Value    
Nonvested at beginning of period (in dollars per share) $ 88.36  
Granted (in dollars per share) 66.22  
Vested (in dollars per share) 84.13  
Forfeited (in dollars per share) 79.82  
Nonvested at end of period (in dollars per share) $ 78.13  
Market-based Restricted Stock Units (PSUs)    
Number of Shares    
Vested (in shares) 0  
Forfeited (in shares) (15,364)  
Number of Shares    
Outstanding at beginning of period (in shares) 270,772  
Granted (in shares) 308,970  
Vested (in shares) 0  
Forfeited (in shares) 15,364  
Outstanding at end of period (in shares) 564,378  
Weighted Average Grant Date Fair Value    
Nonvested at beginning of period (in dollars per share) $ 77.09  
Granted (in dollars per share) 87.17  
Vested (in dollars per share) 0  
Forfeited (in dollars per share) 78.91  
Nonvested at end of period (in dollars per share) $ 82.55  
v3.24.2.u1
Earnings Per Share (Components of Basic and Diluted Earnings Per Share) (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Nov. 15, 2019
Numerator for basic and diluted net income per common share:          
Net income - basic $ 36,910 $ 16,679 $ 47,537 $ 9,052  
Net income - diluted 36,910 16,679 47,537 9,052  
Less: Net income available to participating securities - basic 0 (2) 0 (2)  
Less: net income available to participating securities - diluted 0 (2) 0 (2)  
Plus: 1.75% Convertible Notes interest expense (after-tax) 2,159 0 4,317 0  
Net income available to the Company's common shareholders - basic 36,910 16,677 47,537 9,050  
Net income available to the Company’s common shareholders - diluted $ 39,069 $ 16,677 $ 51,854 $ 9,050  
Denominator:          
Basic weighted -average outstanding shares of common stock (in shares) 45,492,809 46,798,800 45,676,726 46,892,504  
Dilutive effect of:          
Equity incentive plans (in shares) 14,232 0 54,782 0  
Convertible debt (in shares) 5,158,071 0 5,158,071 0  
Diluted weighted-average outstanding shares of common stock (in shares) 50,665,112 46,798,800 50,889,579 46,892,504  
Net income per share - basic (in dollars per share) $ 0.81 $ 0.36 $ 1.04 $ 0.19  
Net income per share - diluted (in dollars per share) $ 0.77 $ 0.36 $ 1.02 $ 0.19  
$1.75% Convertible Notes | Convertible Debt          
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]          
Stated interest rate         1.75%
v3.24.2.u1
Earnings Per Share (Narrative) (Details) - shares
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Stock Options And Restricted Stock        
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]        
Antidilutive securities excluded from computation of earnings per share (in shares) 1,322,295 1,548,331 1,136,167 1,548,331
Convertible Debt Securities        
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]        
Antidilutive securities excluded from computation of earnings per share (in shares) 0 5,158,071 0 5,158,071
v3.24.2.u1
Segment Information (Narrative) (Details)
 6 Months Ended
Jun. 30, 2024
segment
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.24.2.u1
Segment Information (Reconciliation of Total Segment Operating Income to Consolidated Operating Income) (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Segment Reporting Information [Line Items]        
Total revenues $ 320,800 $ 326,016 $ 635,285 $ 633,158
Total operating costs and expenses 292,231 287,121 570,855 567,948
Income from operations 28,569 38,895 64,430 65,210
Reportable segments        
Segment Reporting Information [Line Items]        
Total revenues 320,800 326,016 635,285 633,158
Total operating costs and expenses 274,234 275,783 537,705 542,853
Income from operations 46,566 50,233 97,580 90,305
Elimination of inter-segment revenues        
Segment Reporting Information [Line Items]        
Total revenues (1) (50) (20) (135)
Total operating costs and expenses (1) (50) (20) (135)
Corporate        
Segment Reporting Information [Line Items]        
Total revenues 0 0 0 0
Total operating costs and expenses 17,997 11,338 33,150 25,095
Income from operations (17,997) (11,338) (33,150) (25,095)
Digital Media | Reportable segments        
Segment Reporting Information [Line Items]        
Total revenues 251,817 252,870 490,869 487,081
Total operating costs and expenses 216,798 216,154 424,245 421,896
Income from operations 35,019 36,716 66,624 65,185
Cybersecurity and Martech | Reportable segments        
Segment Reporting Information [Line Items]        
Total revenues 68,984 73,196 144,436 146,212
Total operating costs and expenses 57,437 59,679 113,480 121,092
Income from operations $ 11,547 $ 13,517 $ 30,956 $ 25,120
v3.24.2.u1
Supplemental Cash Flow Information (Non-Cash) (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash Flow, Noncash Investing Activities Disclosure [Abstract]    
Property and equipment, accrused but unpaid $ 0 $ 55
Right-of-use assets acquired in exchange for operating lease obligations $ 0 $ 311
v3.24.2.u1
Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Supplemental Cash Flow Elements [Abstract]    
Interest paid $ 15,451 $ 15,443
Income taxes paid, net of refunds $ 35,337 $ 29,966
v3.24.2.u1
Accumulated Other Comprehensive (Loss) Income (Details) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]        
Beginning balance $ 1,902,012,000 $ 1,894,615,000 $ 1,892,998,000 $ 1,892,611,000
Ending balance 1,869,887,000 1,862,682,000 1,869,887,000 1,862,682,000
Other comprehensive loss reclassifications 0 0 0 0
Accumulated other comprehensive loss        
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]        
Beginning balance (78,213,000) (81,336,000) (71,620,000) (85,373,000)
Other comprehensive income (loss), net of tax (122,000)   (6,715,000)  
Ending balance (78,335,000) $ (79,581,000) (78,335,000) $ (79,581,000)
Unrealized Gains on Investments        
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]        
Beginning balance 474,000   537,000  
Other comprehensive income (loss), net of tax 341,000   278,000  
Ending balance 815,000   815,000  
Foreign Currency Translation        
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]        
Beginning balance (78,687,000)   (72,157,000)  
Other comprehensive income (loss), net of tax (463,000)   (6,993,000)  
Ending balance $ (79,150,000)   $ (79,150,000)  
v3.24.2.u1
Subsequent Events (Details)
Aug. 05, 2024
USD ($)
Jul. 16, 2024
USD ($)
tradingDay
$ / shares
Oct. 07, 2021
Nov. 15, 2019
USD ($)
tradingDay
Aug. 02, 2024
shares
Jun. 30, 2024
$ / shares
shares
Dec. 31, 2023
$ / shares
Aug. 06, 2020
shares
Subsequent Event [Line Items]                
Common stock, par value (in usd per share) | $ / shares           $ 0.01 $ 0.01  
2020 Repurchase Program                
Subsequent Event [Line Items]                
Maximum number of shares authorized to be repurchased (in shares) | shares               10,000,000
Number of remaining shares available for purchase (in shares) | shares           3,241,308    
$1.75% Convertible Notes | Convertible Debt                
Subsequent Event [Line Items]                
Stated interest rate       1.75%        
Debt instrument, face amount | $       $ 550,000,000.0        
Convertible debt conversion ratio     0.0093783          
Convertible debt conversion price (in usd per share) | $ / shares           $ 106.63    
$1.75% Convertible Notes | Convertible Debt | Debt Instrument, Redemption, Period One                
Subsequent Event [Line Items]                
Convertible debt threshold trading days       20        
Convertible debt threshold consecutive trading days       30        
Convertible debt conversion ratio       1.30        
$1.75% Convertible Notes | Convertible Debt | Debt Instrument, Redemption, Period Two                
Subsequent Event [Line Items]                
Convertible debt threshold trading days       5        
Convertible debt threshold consecutive trading days       10        
Convertible debt conversion ratio       0.98        
Subsequent Event                
Subsequent Event [Line Items]                
Common stock, par value (in usd per share) | $ / shares   $ 0.01            
Subsequent Event | CNET Media, Inc                
Subsequent Event [Line Items]                
Percentage of voting interests acquired 100.00%              
Total consideration of transactions | $ $ 150,000,000              
Subsequent Event | 2020 Repurchase Program                
Subsequent Event [Line Items]                
Additional shares authorized (in shares) | shares         5,000,000      
Maximum number of shares authorized to be repurchased (in shares) | shares         15,000,000      
Number of remaining shares available for purchase (in shares) | shares         8,241,308      
Subsequent Event | 3.625% Convertible Notes | Convertible Debt                
Subsequent Event [Line Items]                
Stated interest rate   3.625%            
Debt instrument, face amount | $   $ 263,100,000            
Cash paid | $   $ 135,000,000            
Convertible debt conversion ratio   0.01            
Convertible debt conversion price (in usd per share) | $ / shares   $ 100            
Subsequent Event | 3.625% Convertible Notes | Convertible Debt | Debt Instrument, Redemption, Period One                
Subsequent Event [Line Items]                
Convertible debt threshold trading days   20            
Convertible debt threshold consecutive trading days   30            
Convertible debt conversion ratio   1.30            
Subsequent Event | 3.625% Convertible Notes | Convertible Debt | Debt Instrument, Redemption, Period Two                
Subsequent Event [Line Items]                
Convertible debt threshold trading days   5            
Convertible debt threshold consecutive trading days   10            
Convertible debt conversion ratio   0.98            
Subsequent Event | $1.75% Convertible Notes | Convertible Debt                
Subsequent Event [Line Items]                
Aggregate principal lncluding cash payment | $   $ 400,900,000