ZIFF DAVIS, INC., 10-Q filed on 5/9/2024
Quarterly Report
v3.24.1.u1
Cover Page - shares
3 Months Ended
Mar. 31, 2024
May 03, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 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, $0.01 par value  
Trading Symbol ZD  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   46,128,097
Entity Central Index Key 0001084048  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
Amendment Flag false  
v3.24.1.u1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
ASSETS    
Cash and cash equivalents $ 734,779 $ 737,612
Short-term investments 16,404 27,109
Accounts receivable, net of allowances of $6,484 and $6,871, respectively 446,883 337,703
Prepaid expenses and other current assets 95,036 88,570
Total current assets 1,293,102 1,190,994
Long-term investments 139,964 140,906
Property and equipment, net of accumulated depreciation of $346,793 and $327,015, respectively 190,897 188,169
Intangible assets, net 400,562 325,406
Goodwill 1,624,628 1,546,065
Deferred income taxes 8,733 8,731
Other assets 69,145 70,751
TOTAL ASSETS 3,727,031 3,471,022
LIABILITIES AND STOCKHOLDERS’ EQUITY    
Accounts payable 360,153 123,256
Accrued employee related costs 26,262 50,068
Other accrued liabilities 44,012 43,612
Income taxes payable, current 18,019 14,458
Deferred revenue, current 199,880 184,549
Other current liabilities 15,008 15,890
Total current liabilities 663,334 431,833
Long-term debt 1,001,884 1,001,312
Deferred income taxes 65,261 45,503
Income taxes payable, noncurrent 8,486 8,486
Deferred revenue, noncurrent 7,172 8,169
Other long-term liabilities 78,882 82,721
TOTAL LIABILITIES 1,825,019 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 46,134,708 and 46,078,464 shares at March 31, 2024 and December 31, 2023, respectively 461 461
Additional paid-in capital 475,926 472,201
Retained earnings 1,503,838 1,491,956
Accumulated other comprehensive loss (78,213) (71,620)
TOTAL STOCKHOLDERS’ EQUITY 1,902,012 1,892,998
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 3,727,031 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
v3.24.1.u1
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Allowance for doubtful accounts $ 6,484 $ 6,871
Accumulated depreciation $ 346,793 $ 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) 46,134,708 46,078,464
Common stock, shares outstanding (in shares) 46,134,708 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
v3.24.1.u1
Condensed Consolidated Statements of Operations - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
Total revenues $ 314,485 $ 307,142
Operating costs and expenses:    
Direct costs 47,067 45,730
Sales and marketing 117,000 115,920
Research, development, and engineering 17,774 17,914
General, administrative, and other related costs 96,783 101,263
Total operating costs and expenses 278,624 280,827
Income from operations 35,861 26,315
Interest expense, net (1,769) (4,480)
Loss on sale of businesses (3,780) 0
Unrealized loss on short-term investments held at the reporting date, net (10,705) (20,345)
Gain on investments, net 0 357
Other loss, net (104) (908)
Income before income tax (expense) benefit and loss from equity method investment 19,503 939
Income tax (expense) benefit (8,231) 616
Loss from equity method investment, net of income taxes (645) (9,182)
Net income (loss) $ 10,627 $ (7,627)
Net income (loss) per common share:    
Basic (in dollars per share) $ 0.23 $ (0.16)
Diluted (in dollars per share) $ 0.23 $ (0.16)
Weighted average shares outstanding:    
Basic (in shares) 45,860,033 46,987,249
Diluted (in shares) 45,955,365 46,987,249
v3.24.1.u1
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Statement of Comprehensive Income [Abstract]    
Net income (loss) $ 10,627 $ (7,627)
Other comprehensive income (loss), net of tax:    
Foreign currency translation adjustment (6,530) 3,713
Change in fair value on available-for-sale investments, net of tax benefit of $19 and tax expense of $109 for the three months ended March 31, 2024 and 2023, respectively (63) 324
Other comprehensive income, net of tax (6,593) 4,037
Comprehensive income (loss) $ 4,034 $ (3,590)
v3.24.1.u1
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Statement of Comprehensive Income [Abstract]    
Change in fair value on available-for-sale investments, net of tax expense (benefit) $ (19) $ 109
v3.24.1.u1
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash flows from operating activities:    
Net income (loss) $ 10,627 $ (7,627)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:    
Depreciation and amortization 48,453 54,623
Non-cash operating lease costs 2,770 2,933
Share-based compensation 8,872 8,402
Provision for credit losses on accounts receivable 50 441
Deferred income taxes, net (2,709) (7,442)
Loss on sale of businesses 3,780 0
Loss from equity method investments 645 9,182
Unrealized loss on short-term investments held at the reporting date, net 10,705 20,345
Gain on investments, net 0 (357)
Other 1,278 2,776
Decrease (increase) in:    
Accounts receivable 55,365 27,626
Prepaid expenses and other current assets (9,423) (7,658)
Other assets (2,078) (2,048)
Increase (decrease) in:    
Accounts payable (62,270) 6,922
Deferred revenue 15,169 12,085
Accrued liabilities and other current liabilities (5,676) (4,896)
Net cash provided by operating activities 75,558 115,307
Cash flows from investing activities:    
Purchases of property and equipment (28,129) (30,017)
Acquisition of businesses, net of cash received (44,524) (8,001)
Proceeds from sale of equity investments 0 3,174
Proceeds from sale of businesses, net of cash divested 1,238 0
Other (66) (3,947)
Net cash used in investing activities (71,481) (38,791)
Cash flows from financing activities:    
Repurchase of common stock (3,923) (2,875)
Deferred payments for acquisitions (2,418) (6,679)
Other 30 71
Net cash used in financing activities (6,311) (9,483)
Effect of exchange rate changes on cash and cash equivalents (599) 1,676
Net change in cash and cash equivalents (2,833) 68,709
Cash and cash equivalents at beginning of period 737,612 652,793
Cash and cash equivalents at end of period $ 734,779 $ 721,502
v3.24.1.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 (loss) (7,627)     (7,627)  
Other comprehensive loss, net of tax (benefit) expense 4,037       4,037
Issuance of restricted stock, net (in shares)   16,647      
Issuance of restricted stock, net (2,875)   (3,336) 461  
Share-based compensation 8,402   8,402    
Other, net 67   66 1  
Ending balance (in shares) at Mar. 31, 2023   47,286,093      
Ending balance at Mar. 31, 2023 $ 1,894,615 $ 473 444,813 1,530,665 (81,336)
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 (loss) 10,627     10,627  
Other comprehensive loss, net of tax (benefit) expense (6,593)       (6,593)
Issuance of restricted stock, net (in shares)   56,244      
Issuance of restricted stock, net (3,923)   (5,152) 1,229  
Share-based compensation 8,872   8,872    
Other, net $ 31   5 26  
Ending balance (in shares) at Mar. 31, 2024 46,134,708 46,134,708      
Ending balance at Mar. 31, 2024 $ 1,902,012 $ 461 $ 475,926 $ 1,503,838 $ (78,213)
v3.24.1.u1
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]    
Tax (benefit) expense $ (19) $ 109
v3.24.1.u1
Basis of Presentation and Overview
3 Months Ended
Mar. 31, 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 Securities and Exchange Commission ("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. For the three months ended March 31, 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. In addition, the guidance 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 the guidance is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The guidance is effective on December 31, 2024 and for prospective interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. 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 these provisions 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 of equal to or greater than 5% of the amount computed by multiplying pretax income by statutory income tax rate. The amendments also require 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 5% of total income taxes paid. The amendments eliminate some of the previously required disclosures for all entities relating to estimates of the change in unrecognized tax benefits reasonably possible within twelve months. The amendments in this update are effective on a prospective basis on December 31, 2024. Early adoption is permitted. This update will result in the required additional disclosures being included in our consolidated financial statements, once adopted. We are currently evaluating the effect the adoption of this update will have on our consolidated financial statements and related disclosures.
v3.24.1.u1
Revenues
3 Months Ended
Mar. 31, 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 revenue 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
Revenue from subscriptions is earned through the granting of access to, or delivery of, data products or services to customers. Subscriptions cover video games and 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 March 31,
20242023
Digital Media
Advertising and performance marketing
$156,096 $156,082 
Subscription and licensing
73,467 69,148 
Other9,489 8,981 
Total Digital Media revenues$239,052 $234,211 
Cybersecurity and Martech
Subscription and licensing
$75,452 $73,016 
Total Cybersecurity and Martech revenues$75,452 $73,016 
Elimination of inter-segment revenues(19)(85)
Total Revenues$314,485 $307,142 
The Company recorded $74.1 million and $65.1 million of revenue for the three months ended March 31, 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, they are considered to be functional intellectual property where 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 March 31, 2024, the aggregate amount of transaction price that is allocated to future performance obligations was approximately $44.1 million and is expected to be recognized as follows: 61% by December 31, 2024, 30% by December 31, 2025, and 9% 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.
v3.24.1.u1
Business Acquisitions
3 Months Ended
Mar. 31, 2024
Business Combination and Asset Acquisition [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 months ended March 31, 2024, the Company recorded $7.5 million of incremental revenue from the businesses acquired during the first quarter of 2023 and 2024. Net income contributed by these acquisitions was not separately identifiable due to the Company’s integration activities and is impracticable to provide.
2024 Acquisition
On February 5, 2024, we completed an acquisition of 100% of the equity interest in TDS Gift Cards, a California-based digital gifting and branded payments platform, which is reported within our Digital Media segment and 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. Total consideration for this transaction was $187.5 million, or $44.5 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 March 31, 2024 (in thousands):
Assets and Liabilities
Valuation
Cash
$142,957 
Accounts receivable and other current assets
171,500 
Intangible assets
101,754 
Goodwill
85,901 
Other assets
289 
Accounts payable and other current liabilities
(290,272)
Deferred tax liability, noncurrent
(23,788)
Other noncurrent liabilities
(861)
Total
$187,480 
The initial accounting for the 2024 acquisition is incomplete due to the timing of available information and is subject to change. The Company has recorded provisional amounts as of March 31, 2024.
The fair value of the assets acquired includes accounts receivable of $170.9 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 acquisition during the three months ended March 31, 2024 are summarized in the table below (in thousands):
Gross Carrying Value
Weighted average estimated life
Customer relationships$82,762 10 years
Trade names and trademarks1,716 2 years
Other purchased intangibles17,276 10 years
Total gross carrying value$101,754 
The Condensed Consolidated Statement of Operations and the Condensed Consolidated Balance Sheet as of March 31, 2024, reflect the results of operations of the 2024 acquisition since the date of the acquisition.
2023 Acquisition
The Company completed an immaterial Digital Media acquisition during the three months ended March 31, 2023, paying the purchase price in cash.
The Condensed Consolidated Statement of Operations since the date of the acquisition, reflect the results of operations of the 2023 acquisition.
Goodwill recognized associated with this acquisition during the three months ended March 31, 2023 was $3.8 million, all of which is expected to be deductible for income tax purposes. Approximately $4.2 million of definite-lived intangibles were recorded in connection with the acquisition during the three months ended March 31, 2023.
v3.24.1.u1
Investments
3 Months Ended
Mar. 31, 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”). As of each of March 31, 2024 and December 31, 2023, the Company held approximately 1.0 million shares of the common stock of Consensus. As of March 31, 2024 and December 31, 2023, the carrying value of the investment in Consensus was $16.4 million and $27.1 million, respectively, and is included in ‘Short-term investments’ in the Condensed Consolidated Balance Sheets. The Company accounts for its investment in Consensus at fair value under the fair value option, and the related fair value gains and losses are recognized in earnings.
During the three months ended March 31, 2024 and 2023, the Company sold zero and 52,393 shares, respectively, of common stock of Consensus in the open market.
Losses on equity securities recorded in ‘Unrealized loss on short-term investments held at the reporting date, net’ in the Condensed Consolidated Statements of Operations consisted of the following (in thousands):
Three months ended March 31,
20242023
Net losses during the period
$(10,705)$(19,988)
Less: gains on securities sold during the period— 357 
Unrealized losses recognized during the period on short-term investments held at the reporting date, net
$(10,705)$(20,345)
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 March 31, 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 March 31, 2024, both the carrying value and the maximum exposure of the Company’s investment in corporate debt securities was approximately $15.6 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 March 31, 2024 and December 31, 2023 were approximately $0.6 million and $0.7 million, respectively.
 There were no investments in an unrealized loss position as of March 31, 2024 and December 31, 2023.
During the three months ended March 31, 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 March 31, 2024 and 2023, the Company recognized a loss from equity method investment, net of income taxes of $0.6 million and $9.2 million, net of tax expense (benefit), respectively. The losses in the periods presented were primarily the result of losses in the underlying investments.
As of March 31, 2024, both the carrying value and the maximum exposure of the Company’s equity method investment was approximately $99.0 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.
v3.24.1.u1
Fair Value Measurements
3 Months Ended
Mar. 31, 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.
The investment in Consensus common stock is 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 are included in our assets of and results from continuing operations, respectively. As of March 31, 2024 and 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 $16.4 million and $27.1 million, respectively, in the Condensed Consolidated Balance Sheets. For the three months ended March 31, 2024 and 2023, the unrealized losses of $10.7 million and $20.3 million, respectively, were recorded in the Condensed Consolidated Statement of Operations. The fair value of the investment in Consensus common stock is determined using the quoted market prices, which is a Level 1 input.
The Company’s investment in certificates of deposit are classified within Level 2. The Company values these Level 2 investments based on quoted market prices or model-driven valuations using significant inputs derived from or corroborated by observable market data.
The 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 March 31, 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 March 31, 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 March 31, 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):
March 31, 2024Level 1Level 2Level 3Fair ValueCarrying Value
Assets:
Cash equivalents:
Money market and other funds$272,847 $— $— $272,847 $272,847 
Certificates of deposit
— 2,304 — 2,304 2,304 
Short-term investments:
Consensus common stock16,404 — — 16,404 16,404 
Long-term investments:
Investment in corporate debt securities— — 15,617 15,617 15,617 
Total assets measured at fair value$289,251 $2,304 $15,617 $307,172 $307,172 
Liabilities:
Contingent consideration$— $— $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 months ended March 31, 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):
Three months ended March 31,
20242023
Contingent Consideration ArrangementsCorporate Debt SecuritiesContingent Consideration ArrangementsCorporate Debt Securities
Balance as of January 1$2,834 $15,699 $555 $15,586 
Fair value adjustments (1)
— (82)— 433 
Balance as of March 31$2,834 $15,617 $555 $16,019 
(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 months ended March 31, 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:
March 31, 2024December 31, 2023
Carrying ValueFair ValueCarrying ValueFair Value
4.625% Senior Notes
$456,898 $414,467 $456,796 $405,408 
1.75% Convertible Notes
$544,986 $519,233 $544,516 $519,492 
v3.24.1.u1
Goodwill and Intangible Assets
3 Months Ended
Mar. 31, 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 three months ended March 31, 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)
85,900 — 85,900 
Goodwill removed due to sale of businesses (2)
(3,983)— (3,983)
Foreign exchange translation(1,188)(2,166)(3,354)
Balance as of March 31, 2024$1,097,609 $527,019 $1,624,628 
(1)Goodwill recognized in connection with the acquisition during the three months ended March 31, 2024 (see Note 3 — Business Acquisitions).
(2)During the three months ended March 31, 2024, in a cash transaction, the Company sold an international asset 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 March 31, 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 March 31, 2024, this reporting unit had goodwill of approximately $79.2 million.
Intangible Assets Subject to Amortization
As of March 31, 2024, intangible assets subject to amortization relate primarily to the following (in thousands):
Historical
Cost
Accumulated
Amortization
Net
Trade names and trademarks$349,490 $199,293 $150,197 
Customer relationships
774,154 569,148 205,006 
Other purchased intangibles396,962 351,603 45,359 
Total$1,520,606 $1,120,044 $400,562 

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 $26.3 million and $33.3 million for the three months ended March 31, 2024 and 2023, respectively.
v3.24.1.u1
Debt
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Debt Debt
Long-term debt consists of the following (in thousands):
March 31, 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(2,386)(2,463)
Deferred issuance costs (1)
(5,768)(6,263)
Total long-term debt$1,001,884 $1,001,312 
(1)Includes $5.0 million and $5.5 million of carrying amount of deferred issuance costs on the 1.75% Convertible Notes as of March 31, 2024 and December 31, 2023, respectively, and $0.8 million and $0.8 million of carrying amount of deferred issuance costs on the 4.625% Senior Notes as of March 31, 2024 and December 31, 2023, respectively.

As of March 31, 2024, $550.0 million of principal will mature in 2026 and $460.0 million of principal 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 March 31, 2024.
Cumulatively as of March 31, 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 months ended March 31, 2024 and March 31, 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.
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 March 31, 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 March 31, 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 March 31,
20242023
Contractual interest expense$2,406 $2,406 
Amortization of deferred issuance costs
470 466 
Total interest expense related to 1.75% Convertible Notes
$2,876 $2,872 
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”). Subject to certain conditions and approvals, the Company may, from time to time, request increases in the commitments under the Credit Agreement in an aggregate amount up to $250.0 million, for a total aggregate commitment of up to $350.0 million. The final maturity of the credit facility will occur on April 7, 2026.
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. 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 March 31, 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 March 31, 2024.
v3.24.1.u1
Commitments and Contingencies
3 Months Ended
Mar. 31, 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.
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. As part of the settlement of the Chancery Court Derivative Action described above, the Company and its directors and officers intend to defend against the remaining claims in these other actions.
The Company does not believe, based on current knowledge, that the foregoing legal proceedings or claims, 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.
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 March 31, 2024 and December 31, 2023, respectively, 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.
v3.24.1.u1
Income Taxes
3 Months Ended
Mar. 31, 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 42.2% and (65.6)% for the three months ended March 31, 2024 and 2023, respectively.
The Company’s effective tax rate for the three months ended March 31, 2024 was impacted disproportionately by the recognition of a valuation allowance against a portion of its U.S. capital loss carryforwards, which resulted in a discrete tax charge of $3.2 million.
The Company’s effective tax rate for the three months ended March 31, 2023 was impacted disproportionately due to the unrealized loss on the Company’s investment in Consensus, net of the gain on investment, during the first quarter of 2023, which resulted in a discrete tax benefit of approximately $5.0 million. Additionally, the Company recognized a discrete tax benefit of approximately $1.0 million related to the release of reserves for uncertain tax positions.
As of March 31, 2024 and December 31, 2023, the Company had $36.6 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 Statement 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 March 31, 2024 and December 31, 2023, the Company’s prepaid taxes were $3.4 million and $4.7 million, respectively.
v3.24.1.u1
Stockholders' Equity
3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
On August 6, 2020, the Company’s Board of Directors 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 months ended March 31, 2024 and 2023, no shares were repurchased under the 2020 Program. Cumulatively as of March 31, 2024, 5,258,692 shares were repurchased under the 2020 Program, at an aggregate cost of $401.8 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 March 31, 2024 was 4,741,308 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 March 31, 2024 and 2023, the Company purchased and retired 58,237 and 36,652 shares at an aggregate cost of approximately $3.9 million and $2.9 million, respectively, from plan participants for this purpose.
v3.24.1.u1
Share-Based Compensation
3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
The Company’s share-based compensation plans include the 2015 Stock Option Plan (the “2015 Plan”) and 2001 Employee Stock Purchase Plan (the “Purchase Plan”). Each plan is described below.
The 2015 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance share units, and other share-based awards. 4,200,000 shares of the Company’s common stock are authorized to be used for 2015 Plan purposes. Options under the 2015 Plan may be granted at exercise prices determined by the Board of Directors, provided that the exercise prices shall not be less than the higher of the par value or 100% of the fair market value of the Company’s common stock subject to the option on the date the option is granted. As of March 31, 2024, 435,135 shares underlying options and 726,367 shares of restricted stock units were outstanding under the 2015 Plan. At March 31, 2024, there were 126,565 additional shares underlying options, shares of restricted stock and other share-based awards available for grant under the 2015 Plan.
Share-Based Compensation Expense
The following table presents the effects of share-based compensation expense in the Condensed Consolidated Statements of Operations during the periods presented (in thousands):
Three months ended March 31,
20242023
Direct costs$61 $76 
Sales and marketing758 924 
Research, development, and engineering1,090 783 
General, administrative, and other related costs6,963 6,619 
Total share-based compensation expense$8,872 $8,402 
Restricted Stock and Restricted Stock Units
The Company has awarded restricted stock and restricted stock units to its Board of Directors and senior staff pursuant to certain share-based compensation plans. Compensation expense resulting from restricted stock and restricted unit grants is measured at fair value on the date of grant and is recognized as share-based compensation expense over the applicable vesting period. Vesting periods are approximately one year for awards to members of the Company’s Board of Directors, 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 347,275 and 271,614 shares of restricted stock units (excluding awards with market conditions below) (“RSUs”) during the three months ended March 31, 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 2015 Plan. 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 three months ended March 31, 2023, the Company awarded 167,606 PSUs at stock price targets ranging from $83.61 to $103.76 per share.
During the three months ended March 31, 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 will be recognized over the requisite service period using the graded-vesting method regardless of whether the market condition is satisfied, provided that the requisite service period has been completed.
The per share weighted average grant-date fair value for the PSUs granted during the three months ended March 31, 2024 and 2023 were $87.17 and $70.07, respectively.
The assumptions used in determining the weighted-average fair values of PSUs granted are as follows:
Three months ended March 31,
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 three months ended March 31, 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(36,330)70.92 — — 
Forfeited
(154)77.75 — — 
Nonvested at March 31, 2024
59,234 $69.69 163,181 $36.27 
  
Restricted stock unit activity for the three months ended March 31, 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 
Granted347,275 66.87308,970 87.17
Vested(114,635)86.29— — 
Forfeited
(12,698)82.28(6,015)75.96
Outstanding at March 31, 2024726,367 $78.49 573,727 $82.53 
(1)Represents the number of shares at 100% achievement.
As of March 31, 2024, the Company had unrecognized share-based compensation cost of approximately $84.1 million associated with these restricted stock awards and restricted stock units. This cost is expected to be recognized over a weighted-average period of 1.8 years for RSAs and PSAs and 2.6 years for RSUs and PSUs.
v3.24.1.u1
Earnings Per Share
3 Months Ended
Mar. 31, 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 March 31,
20242023
Numerator for basic and diluted net income (loss) per common share:
Net income (loss)
$10,627 $(7,627)
Plus: 1.75% Convertible Notes interest expense (after-tax)
— — 
Net income (loss) available to the Company’s common shareholders
$10,627 $(7,627)
Denominator:
Basic weighted-average outstanding shares of common stock45,860,033 46,987,249 
Diluted effect of:
Equity incentive plans
95,332 — 
Convertible debt — — 
Diluted weighted-average outstanding shares of common stock45,955,365 46,987,249 
Net income (loss) per share:
Basic$0.23 $(0.16)
Diluted$0.23 $(0.16)
For the three months ended March 31, 2024 and 2023, there were 846,160 and 1,830,097 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 period and the net loss during the 2023 period. During each of the three months ended March 31, 2024 and 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 the convertible debt instrument.
v3.24.1.u1
Segment Information
3 Months Ended
Mar. 31, 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 March 31,
20242023
Revenue by reportable segment:
Digital Media$239,052 $234,211 
Cybersecurity and Martech75,452 73,016 
Elimination of inter-segment revenues (1)
(19)(85)
Total segment revenues314,485 307,142 
Corporate
— — 
Total revenues$314,485 $307,142 
Operating costs and expenses by reportable segment (3):
Digital Media207,447 205,742 
Cybersecurity and Martech56,043 61,413 
Elimination of inter-segment operating expenses(19)(85)
Total segment operating expenses263,471 267,070 
Corporate (2)
15,153 13,757 
Total operating costs and expenses278,624 280,827 
Operating income by reportable segment:
Digital Media operating income
31,605 28,469 
Cybersecurity and Martech operating income19,409 11,603 
Total segment operating income
51,014 40,072 
Corporate (2)
(15,153)(13,757)
Income from operations
$35,861 $26,315 
(1)Inter-segment revenues relate to the Digital Media reportable segment.
(2)Corporate includes costs associated with general, administrative, and other related costs that are managed on a global basis and that are not directly attributable to any particular segment.
(3)Operating expenses for each segment include direct costs and other operating expenses that are directly attributable to the segment, such as employee compensation expense, sales and marketing expenses, engineering and network operations expense, depreciation and amortization, and other administrative expenses.
v3.24.1.u1
Supplemental Cash Flow Information
3 Months Ended
Mar. 31, 2024
Supplemental Cash Flow Elements [Abstract]  
Supplemental Cash Flow Information Supplemental Cash Flow Information
Supplemental data (in thousands):
Three months ended March 31,
20242023
Interest paid$— $— 
Income taxes paid, net of refunds$6,511 $5,329 
v3.24.1.u1
Accumulated Other Comprehensive (Loss) Income
3 Months Ended
Mar. 31, 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 March 31, 2024 (in thousands):
Unrealized Gains (Losses) on InvestmentsForeign Currency TranslationTotal
Balance as of January 1, 2024
$537 $(72,157)$(71,620)
Other comprehensive loss, net of tax
(63)(6,530)(6,593)
Balance as of March 31, 2024
$474 $(78,687)$(78,213)
There were no reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2024 and 2023, respectively.
v3.24.1.u1
Subsequent Event
3 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
Subsequent Event Subsequent Event
On March 22, 2024, the Company’s Board of Directors approved the Ziff Davis, Inc. 2024 Equity Incentive Plan (the “2024 Plan”), subject to stockholders’ approval, to replace the 2015 Plan, which stockholders previously approved and which was set to expire on February 10, 2025, in accordance with its terms. On May 7, 2024, at the Company’s annual meeting of stockholders, the 2024 Plan was approved by the stockholders of the Company and will expire on March 21, 2034, unless earlier terminated by the Board of Directors. As a result, the 2015 Plan was terminated effective May 7, 2024.
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Pay vs Performance Disclosure    
Net Income (Loss) $ 10,627 $ (7,627)
v3.24.1.u1
Insider Trading Arrangements
3 Months Ended
Mar. 31, 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
v3.24.1.u1
Basis of Presentation and Overview (Policies)
3 Months Ended
Mar. 31, 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. In addition, the guidance 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 the guidance is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The guidance is effective on December 31, 2024 and for prospective interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. 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 these provisions 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 of equal to or greater than 5% of the amount computed by multiplying pretax income by statutory income tax rate. The amendments also require 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 5% of total income taxes paid. The amendments eliminate some of the previously required disclosures for all entities relating to estimates of the change in unrecognized tax benefits reasonably possible within twelve months. The amendments in this update are effective on a prospective basis on December 31, 2024. Early adoption is permitted. This update will result in the required additional disclosures being included in our consolidated financial statements, once adopted. 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 revenue 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
Revenue from subscriptions is earned through the granting of access to, or delivery of, data products or services to customers. Subscriptions cover video games and 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, they are considered to be functional intellectual property where 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.
The investment in Consensus common stock is 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 are included in our assets of and results from continuing operations, respectively. As of March 31, 2024 and 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 $16.4 million and $27.1 million, respectively, in the Condensed Consolidated Balance Sheets. For the three months ended March 31, 2024 and 2023, the unrealized losses of $10.7 million and $20.3 million, respectively, were recorded in the Condensed Consolidated Statement of Operations. The fair value of the investment in Consensus common stock is determined using the quoted market prices, which is a Level 1 input.
The Company’s investment in certificates of deposit are classified within Level 2. The Company values these Level 2 investments based on quoted market prices or model-driven valuations using significant inputs derived from or corroborated by observable market data.
The 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 March 31, 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 March 31, 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 March 31, 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.
v3.24.1.u1
Revenues (Tables)
3 Months Ended
Mar. 31, 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 March 31,
20242023
Digital Media
Advertising and performance marketing
$156,096 $156,082 
Subscription and licensing
73,467 69,148 
Other9,489 8,981 
Total Digital Media revenues$239,052 $234,211 
Cybersecurity and Martech
Subscription and licensing
$75,452 $73,016 
Total Cybersecurity and Martech revenues$75,452 $73,016 
Elimination of inter-segment revenues(19)(85)
Total Revenues$314,485 $307,142 
v3.24.1.u1
Business Acquisitions (Tables)
3 Months Ended
Mar. 31, 2024
Business Combination and Asset Acquisition [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 March 31, 2024 (in thousands):
Assets and Liabilities
Valuation
Cash
$142,957 
Accounts receivable and other current assets
171,500 
Intangible assets
101,754 
Goodwill
85,901 
Other assets
289 
Accounts payable and other current liabilities
(290,272)
Deferred tax liability, noncurrent
(23,788)
Other noncurrent liabilities
(861)
Total
$187,480 
Summary of Intangible Assets
The preliminary amounts assigned to intangible assets by type for the acquisition during the three months ended March 31, 2024 are summarized in the table below (in thousands):
Gross Carrying Value
Weighted average estimated life
Customer relationships$82,762 10 years
Trade names and trademarks1,716 2 years
Other purchased intangibles17,276 10 years
Total gross carrying value$101,754 
v3.24.1.u1
Investments (Tables)
3 Months Ended
Mar. 31, 2024
Investments, Debt and Equity Securities [Abstract]  
Debt Securities, Trading, and Equity Securities, FV-NI
Losses on equity securities recorded in ‘Unrealized loss on short-term investments held at the reporting date, net’ in the Condensed Consolidated Statements of Operations consisted of the following (in thousands):
Three months ended March 31,
20242023
Net losses during the period
$(10,705)$(19,988)
Less: gains on securities sold during the period— 357 
Unrealized losses recognized during the period on short-term investments held at the reporting date, net
$(10,705)$(20,345)
v3.24.1.u1
Fair Value Measurements (Tables)
3 Months Ended
Mar. 31, 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):
March 31, 2024Level 1Level 2Level 3Fair ValueCarrying Value
Assets:
Cash equivalents:
Money market and other funds$272,847 $— $— $272,847 $272,847 
Certificates of deposit
— 2,304 — 2,304 2,304 
Short-term investments:
Consensus common stock16,404 — — 16,404 16,404 
Long-term investments:
Investment in corporate debt securities— — 15,617 15,617 15,617 
Total assets measured at fair value$289,251 $2,304 $15,617 $307,172 $307,172 
Liabilities:
Contingent consideration$— $— $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):
Three months ended March 31,
20242023
Contingent Consideration ArrangementsCorporate Debt SecuritiesContingent Consideration ArrangementsCorporate Debt Securities
Balance as of January 1$2,834 $15,699 $555 $15,586 
Fair value adjustments (1)
— (82)— 433 
Balance as of March 31$2,834 $15,617 $555 $16,019 
(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 months ended March 31, 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:
March 31, 2024December 31, 2023
Carrying ValueFair ValueCarrying ValueFair Value
4.625% Senior Notes
$456,898 $414,467 $456,796 $405,408 
1.75% Convertible Notes
$544,986 $519,233 $544,516 $519,492 
v3.24.1.u1
Goodwill and Intangible Assets (Tables)
3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Changes in Carrying Amounts of Goodwill
The changes in carrying amounts of goodwill for the three months ended March 31, 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)
85,900 — 85,900 
Goodwill removed due to sale of businesses (2)
(3,983)— (3,983)
Foreign exchange translation(1,188)(2,166)(3,354)
Balance as of March 31, 2024$1,097,609 $527,019 $1,624,628 
(1)Goodwill recognized in connection with the acquisition during the three months ended March 31, 2024 (see Note 3 — Business Acquisitions).
(2)During the three months ended March 31, 2024, in a cash transaction, the Company sold an international asset 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 March 31, 2024, intangible assets subject to amortization relate primarily to the following (in thousands):
Historical
Cost
Accumulated
Amortization
Net
Trade names and trademarks$349,490 $199,293 $150,197 
Customer relationships
774,154 569,148 205,006 
Other purchased intangibles396,962 351,603 45,359 
Total$1,520,606 $1,120,044 $400,562 

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 
v3.24.1.u1
Debt (Tables)
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Schedule of Long-term Debt
Long-term debt consists of the following (in thousands):
March 31, 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(2,386)(2,463)
Deferred issuance costs (1)
(5,768)(6,263)
Total long-term debt$1,001,884 $1,001,312 
(1)Includes $5.0 million and $5.5 million of carrying amount of deferred issuance costs on the 1.75% Convertible Notes as of March 31, 2024 and December 31, 2023, respectively, and $0.8 million and $0.8 million of carrying amount of deferred issuance costs on the 4.625% Senior Notes as of March 31, 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 March 31,
20242023
Contractual interest expense$2,406 $2,406 
Amortization of deferred issuance costs
470 466 
Total interest expense related to 1.75% Convertible Notes
$2,876 $2,872 
v3.24.1.u1
Share-Based Compensation (Tables)
3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award
The following table presents the effects of share-based compensation expense in the Condensed Consolidated Statements of Operations during the periods presented (in thousands):
Three months ended March 31,
20242023
Direct costs$61 $76 
Sales and marketing758 924 
Research, development, and engineering1,090 783 
General, administrative, and other related costs6,963 6,619 
Total share-based compensation expense$8,872 $8,402 
Market-Based Restricted Stock Awards, Valuation Assumptions
The assumptions used in determining the weighted-average fair values of PSUs granted are as follows:
Three months ended March 31,
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 three months ended March 31, 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(36,330)70.92 — — 
Forfeited
(154)77.75 — — 
Nonvested at March 31, 2024
59,234 $69.69 163,181 $36.27 
  
Restricted stock unit activity for the three months ended March 31, 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 
Granted347,275 66.87308,970 87.17
Vested(114,635)86.29— — 
Forfeited
(12,698)82.28(6,015)75.96
Outstanding at March 31, 2024726,367 $78.49 573,727 $82.53 
(1)Represents the number of shares at 100% achievement.
v3.24.1.u1
Earnings Per Share (Tables)
3 Months Ended
Mar. 31, 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 March 31,
20242023
Numerator for basic and diluted net income (loss) per common share:
Net income (loss)
$10,627 $(7,627)
Plus: 1.75% Convertible Notes interest expense (after-tax)
— — 
Net income (loss) available to the Company’s common shareholders
$10,627 $(7,627)
Denominator:
Basic weighted-average outstanding shares of common stock45,860,033 46,987,249 
Diluted effect of:
Equity incentive plans
95,332 — 
Convertible debt — — 
Diluted weighted-average outstanding shares of common stock45,955,365 46,987,249 
Net income (loss) per share:
Basic$0.23 $(0.16)
Diluted$0.23 $(0.16)
v3.24.1.u1
Segment Information (Tables)
3 Months Ended
Mar. 31, 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 March 31,
20242023
Revenue by reportable segment:
Digital Media$239,052 $234,211 
Cybersecurity and Martech75,452 73,016 
Elimination of inter-segment revenues (1)
(19)(85)
Total segment revenues314,485 307,142 
Corporate
— — 
Total revenues$314,485 $307,142 
Operating costs and expenses by reportable segment (3):
Digital Media207,447 205,742 
Cybersecurity and Martech56,043 61,413 
Elimination of inter-segment operating expenses(19)(85)
Total segment operating expenses263,471 267,070 
Corporate (2)
15,153 13,757 
Total operating costs and expenses278,624 280,827 
Operating income by reportable segment:
Digital Media operating income
31,605 28,469 
Cybersecurity and Martech operating income19,409 11,603 
Total segment operating income
51,014 40,072 
Corporate (2)
(15,153)(13,757)
Income from operations
$35,861 $26,315 
(1)Inter-segment revenues relate to the Digital Media reportable segment.
(2)Corporate includes costs associated with general, administrative, and other related costs that are managed on a global basis and that are not directly attributable to any particular segment.
(3)Operating expenses for each segment include direct costs and other operating expenses that are directly attributable to the segment, such as employee compensation expense, sales and marketing expenses, engineering and network operations expense, depreciation and amortization, and other administrative expenses.
v3.24.1.u1
Supplemental Cash Flow Information (Tables)
3 Months Ended
Mar. 31, 2024
Supplemental Cash Flow Elements [Abstract]  
Other Supplemental Data
Supplemental data (in thousands):
Three months ended March 31,
20242023
Interest paid$— $— 
Income taxes paid, net of refunds$6,511 $5,329 
v3.24.1.u1
Accumulated Other Comprehensive (Loss) Income (Tables)
3 Months Ended
Mar. 31, 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 March 31, 2024 (in thousands):
Unrealized Gains (Losses) on InvestmentsForeign Currency TranslationTotal
Balance as of January 1, 2024
$537 $(72,157)$(71,620)
Other comprehensive loss, net of tax
(63)(6,530)(6,593)
Balance as of March 31, 2024
$474 $(78,687)$(78,213)
v3.24.1.u1
Revenues (Disaggregation of Revenue) (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Disaggregation of Revenue [Line Items]    
Total revenues $ 314,485 $ 307,142
Operating Segments    
Disaggregation of Revenue [Line Items]    
Total revenues 314,485 307,142
Operating Segments | Digital Media    
Disaggregation of Revenue [Line Items]    
Total revenues 239,052 234,211
Operating Segments | Cybersecurity and Martech    
Disaggregation of Revenue [Line Items]    
Total revenues 75,452 73,016
Operating Segments | Advertising and performance marketing | Digital Media    
Disaggregation of Revenue [Line Items]    
Total revenues 156,096 156,082
Operating Segments | Subscription and licensing | Digital Media    
Disaggregation of Revenue [Line Items]    
Total revenues 73,467 69,148
Operating Segments | Subscription and licensing | Cybersecurity and Martech    
Disaggregation of Revenue [Line Items]    
Total revenues 75,452 73,016
Operating Segments | Other | Digital Media    
Disaggregation of Revenue [Line Items]    
Total revenues 9,489 8,981
Elimination of inter-segment revenues    
Disaggregation of Revenue [Line Items]    
Total revenues $ (19) $ (85)
v3.24.1.u1
Revenues (Narrative) (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Disaggregation of Revenue [Line Items]    
Contract liability, revenue recognized $ 74.1 $ 65.1
Revenue, remaining performance obligation $ 44.1  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01    
Disaggregation of Revenue [Line Items]    
Remaining performance obligation, percent 61.00%  
Remaining performance obligation, period 9 months  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01    
Disaggregation of Revenue [Line Items]    
Remaining performance obligation, percent 30.00%  
Remaining performance obligation, period 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 9.00%  
Remaining performance obligation, period  
v3.24.1.u1
Business Acquisitions (Narrative) (Details) - USD ($)
$ in Thousands
3 Months Ended
Feb. 05, 2024
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Business Acquisition [Line Items]        
Revenue of acquiree since acquisition date   $ 7,500    
Total consideration net of cash   44,524 $ 8,001  
Goodwill   1,624,628   $ 1,546,065
TDS Gift Cards        
Business Acquisition [Line Items]        
Percentage of voting interests acquired 100.00%      
Consideration paid in cash   187,480    
Total consideration net of cash $ 44,500      
Accounts receivable 170,900      
Amount expected to be uncollectable 0      
Expected income tax deductible amount 0      
Goodwill $ 85,901      
Fiscal 2023 Acquisitions        
Business Acquisition [Line Items]        
Goodwill   3,800    
Definite-lived intangible assets acquired   $ 4,200    
v3.24.1.u1
Business Acquisitions (Preliminary Purchase Consideration) (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Feb. 05, 2024
Dec. 31, 2023
Business Acquisition [Line Items]      
Goodwill $ 1,624,628   $ 1,546,065
TDS Gift Cards      
Business Acquisition [Line Items]      
Cash 142,957    
Accounts receivable and other current assets 171,500    
Intangible assets 101,754    
Goodwill   $ 85,901  
Other assets 289    
Accounts payable and other current liabilities (290,272)    
Deferred tax liability, noncurrent (23,788)    
Other noncurrent liabilities (861)    
Total $ 187,480    
v3.24.1.u1
Business Acquisitions (Amounts Assigned to Intangible Assets by Type) (Details) - TDS Gift Cards
$ in Thousands
2 Months Ended
Mar. 31, 2024
USD ($)
Business Acquisition [Line Items]  
Gross Carrying Value $ 101,754
Customer relationships  
Business Acquisition [Line Items]  
Gross Carrying Value $ 82,762
Weighted average estimated life 10 years
Trade names and trademarks  
Business Acquisition [Line Items]  
Gross Carrying Value $ 1,716
Weighted average estimated life 2 years
Other purchased intangibles  
Business Acquisition [Line Items]  
Gross Carrying Value $ 17,276
Weighted average estimated life 10 years
v3.24.1.u1
Investments (Narrative) (Details)
3 Months Ended
Jul. 31, 2023
USD ($)
Mar. 31, 2024
USD ($)
shares
Mar. 31, 2023
USD ($)
investment
shares
Dec. 31, 2023
USD ($)
investment
shares
May 19, 2023
Apr. 12, 2022
USD ($)
Equity Securities [Line Items]            
Equity securities, shares owned (in shares) | shares   1,000,000   1,000,000    
Carrying value of investment   $ 16,400,000   $ 27,100,000    
Number of shares sold in transaction (in shares) | shares   0 52,393      
Gross unrealized gains   $ 600,000   $ 700,000    
Investments in an unrealized loss position | investment     0 0    
Impairment losses   0 $ 0      
Loss from equity method investment, net of income taxes   (645,000) $ (9,182,000)      
Equity method investments   99,000,000   $ 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    
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   $ 15,600,000   $ 15,700,000    
Corporate Debt Securities | Minimum            
Equity Securities [Line Items]            
Debt securities, available-for-sale, term   1 year   1 year    
Corporate Debt Securities | Maximum            
Equity Securities [Line Items]            
Debt securities, available-for-sale, term   5 years   5 years    
v3.24.1.u1
Investments (Gains (Losses) on Equity Securities) (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Investments, Debt and Equity Securities [Abstract]    
Net losses during the period $ (10,705) $ (19,988)
Less: gains on securities sold during the period 0 357
Unrealized losses recognized during the period on short-term investments held at the reporting date, net $ (10,705) $ (20,345)
v3.24.1.u1
Fair Value Measurements (Narrative) (Details)
$ in Thousands
3 Months Ended
Mar. 31, 2024
USD ($)
Mar. 31, 2023
USD ($)
Dec. 31, 2023
USD ($)
Oct. 07, 2020
Nov. 15, 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Short-term investments $ 16,404   $ 27,109    
Unrealized losses $ (10,700) $ (20,300)      
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%
v3.24.1.u1
Fair Value Measurements (Fair Values of Financial Instruments Measured On Recurring Basis) (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Consensus common stock $ 16,400 $ 27,100
Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Consensus common stock 16,404 27,109
Investment in corporate debt securities 15,617 15,699
Total assets measured at fair value 307,172 383,736
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 16,404 27,109
Investment in corporate debt securities 15,617 15,699
Total assets measured at fair value 307,172 383,736
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 272,847 340,928
Money market and other funds | Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 272,847 340,928
Certificates of deposit | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 2,304  
Certificates of deposit | Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 2,304  
Level 1 | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Consensus common stock 16,404 27,109
Investment in corporate debt securities 0 0
Total assets measured at fair value 289,251 368,037
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 272,847 340,928
Level 1 | Certificates of deposit | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 0  
Level 2 | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Consensus common stock 0 0
Investment in corporate debt securities 0 0
Total assets measured at fair value 2,304 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 2 | Certificates of deposit | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 2,304  
Level 3 | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Consensus common stock 0 0
Investment in corporate debt securities 15,617 15,699
Total assets measured at fair value 15,617 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
Level 3 | Certificates of deposit | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents $ 0  
v3.24.1.u1
Fair Value Measurements (Reconciliation of Level 3 Financial Assets Measured on Recurring Basis) (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 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 adjustments 0 0
Balance as of March 31 2,834 555
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 adjustments (82) 433
Balance as of March 31 $ 15,617 $ 16,019
v3.24.1.u1
Fair Value Measurements (Carrying and Fair Value) (Details) - USD ($)
$ in Thousands
Mar. 31, 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 $ 456,898 $ 456,796
4.625% Senior Notes | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Fair value of debt instruments 414,467 405,408
1.75% Convertible Notes | Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Fair value of debt instruments 544,986 544,516
1.75% Convertible Notes | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Fair value of debt instruments $ 519,233 $ 519,492
v3.24.1.u1
Goodwill and Intangible Assets (Changes in Carrying Amounts of Goodwill) (Details)
$ in Thousands
3 Months Ended
Mar. 31, 2024
USD ($)
Goodwill [Roll Forward]  
Beginning balance $ 1,546,065
Goodwill acquired 85,900
Goodwill removed due to sale of businesses (3,983)
Foreign exchange translation (3,354)
Ending balance 1,624,628
Operating Segments | Digital Media  
Goodwill [Roll Forward]  
Beginning balance 1,016,880
Goodwill acquired 85,900
Goodwill removed due to sale of businesses (3,983)
Foreign exchange translation (1,188)
Ending balance 1,097,609
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 (2,166)
Ending balance $ 527,019
v3.24.1.u1
Goodwill and Intangible Assets (Narrative) (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]      
Goodwill $ 1,624,628   $ 1,546,065
Amortization expense 26,300 $ 33,300  
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 1,097,609   $ 1,016,880
Digital Media | Operating Segments | Digital Media Subsegment      
Finite-Lived Intangible Assets [Line Items]      
Goodwill $ 79,200    
v3.24.1.u1
Goodwill and Intangible Assets (Intangible Assets Subject to Amortization) (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Historical Cost $ 1,520,606 $ 1,420,232
Accumulated Amortization 1,120,044 1,094,826
Net 400,562 325,406
Trade names and trademarks    
Finite-Lived Intangible Assets [Line Items]    
Historical Cost 349,490 347,895
Accumulated Amortization 199,293 192,111
Net 150,197 155,784
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Historical Cost 774,154 692,634
Accumulated Amortization 569,148 555,384
Net 205,006 137,250
Other purchased intangibles    
Finite-Lived Intangible Assets [Line Items]    
Historical Cost 396,962 379,703
Accumulated Amortization 351,603 347,331
Net $ 45,359 $ 32,372
v3.24.1.u1
Debt - Long-term Debt (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Oct. 07, 2020
Nov. 15, 2019
Debt Instrument [Line Items]        
Less: Unamortized discount $ (2,386) $ (2,463)    
Deferred issuance costs (1) (5,768) (6,263)    
Total long-term debt 1,001,884 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    
Deferred issuance costs (1) (800) (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    
Deferred issuance costs (1) $ (5,000) $ (5,500)   $ (2,800)
v3.24.1.u1
Debt - Narrative (Details)
3 Months Ended
Oct. 07, 2021
Apr. 07, 2021
USD ($)
Oct. 07, 2020
USD ($)
fiscalQuarterPeriod
Nov. 15, 2019
USD ($)
tradingDay
Mar. 31, 2024
USD ($)
$ / shares
shares
Mar. 31, 2023
shares
Dec. 31, 2023
USD ($)
Debt Instrument [Line Items]              
Principal maturing in 2026         $ 550,000,000    
Principal maturing in 2030         460,000,000    
Deferred issuance costs         5,768,000   $ 6,263,000
Revolving Credit Facility              
Debt Instrument [Line Items]              
Line of credit facility, maximum borrowing capacity   $ 100,000,000          
Increase available   250,000,000          
Total aggregate commitment   $ 350,000,000          
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         $ 800,000   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%        
1.75% Convertible Notes | Convertible Debt              
Debt Instrument [Line Items]              
Stated interest rate       1.75%      
Debt instrument, face amount       $ 550,000,000      
Proceeds from debt, net of issuance costs       $ 537,100,000      
Effective interest rate       5.50%      
Convertible debt conversion ratio 0.0093783            
Shares issued in debt-for-equity exchange (in shares) | shares         5,158,071 5,158,071  
Convertible debt conversion price (in usd per share) | $ / shares         $ 106.63    
Gross debt issuance costs       $ 12,900,000      
Accumulated amortization of debt issuance costs       10,100,000      
Deferred issuance costs       $ 2,800,000 $ 5,000,000.0   $ 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      
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 | 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    
Debt instrument, covenant, interest coverage ratio, minimum         3.00    
v3.24.1.u1
Debt - Components of Interest Expense Related to Convertible Notes (Details) - 1.75% Convertible Notes - Convertible Debt - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Debt Instrument [Line Items]    
Contractual interest expense $ 2,406 $ 2,406
Amortization of deferred issuance costs 470 466
Total interest expense related to 1.75% Convertible Notes $ 2,876 $ 2,872
v3.24.1.u1
Commitments and Contingencies (Details) - USD ($)
$ in Millions
Mar. 31, 2024
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]    
Estimate of possible loss $ 28.1 $ 28.1
v3.24.1.u1
Income Taxes (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Income Tax Disclosure [Abstract]      
Effective tax rate 42.20% (65.60%)  
Discrete tax charge from valuation allowance recognition against U.S. capital loss carryforwards $ 3.2    
Discrete tax benefit   $ 5.0  
Discrete tax benefit from release of reserves for uncertain tax positions   $ 1.0  
Unrecognized tax benefits 36.6   $ 36.1
Prepaid tax payments $ 3.4   $ 4.7
v3.24.1.u1
Stockholders' Equity (Details) - USD ($)
$ in Millions
3 Months Ended 44 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Aug. 06, 2020
Class of Stock [Line Items]        
Number of remaining shares available for purchase (in shares) 4,741,308   4,741,308  
Number of shares purchased from plan participants (in shares) 58,237 36,652    
Tax withholding aggregate cost $ 3.9 $ 2.9    
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) 0 0 5,258,692  
Shares repurchased aggregate cost     $ 401.8  
v3.24.1.u1
Share-Based Compensation (Narrative) (Details)
$ / shares in Units, $ in Millions
3 Months Ended
Mar. 31, 2024
USD ($)
d
$ / shares
shares
Mar. 31, 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) 726,367   506,425
Granted (in shares) 347,275    
Weighted-average period to recognize compensation cost (in years) 2 years 7 months 6 days    
Restricted Stock And Restricted Stock Unit (RSU)      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Granted (in shares) 347,275 271,614  
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 9 months 18 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 | $ $ 84.1    
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 9 months 18 days    
Market-based Restricted Stock Units (PSUs)      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Restricted stock units outstanding (in shares) 573,727   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 7 months 6 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%    
2015 Stock Option Plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Maximum issuance of common stock (in shares) 4,200,000    
Number of shares available for issuance (in shares) 126,565    
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) 726,367    
2015 Stock Option Plan | Minimum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Market value of common stock (as a percent) 100.00%    
v3.24.1.u1
Share-Based Compensation (Effects of Share-based Compensation expense in the Condensed Consolidated Statements of Operations) (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based compensation expense $ 8,872 $ 8,402
Direct costs    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based compensation expense 61 76
Sales and marketing    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based compensation expense 758 924
Research, development and engineering    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based compensation expense 1,090 783
General, administrative, and other related costs    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based compensation expense $ 6,963 $ 6,619
v3.24.1.u1
Share-Based Compensation (Market-Based Restricted Stock Awards, Valuation Assumptions) (Details) - Market-based Restricted Stock Units (PSUs) - $ / shares
3 Months Ended
Mar. 31, 2024
Mar. 31, 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 4.30% 4.10%
v3.24.1.u1
Share-Based Compensation (Restricted Stock and Restricted Stock Unit Award Activity) (Details) - $ / shares
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Restricted Stock Awards (RSAs)    
Number of Shares    
Nonvested at beginning of period (in shares) 95,718  
Vested (in shares) (36,330)  
Forfeited (in shares) (154)  
Nonvested at end of period (in shares) 59,234  
Number of Shares    
Vested (in shares) (36,330)  
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) 70.92  
Forfeited (in dollars per share) 77.75  
Nonvested at end of period (in dollars per share) $ 69.69  
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) (114,635)  
Forfeited (in shares) (12,698)  
Number of Shares    
Outstanding at beginning of period (in shares) 506,425  
Granted (in shares) 347,275  
Vested (in shares) (114,635)  
Forfeited (in shares) 12,698  
Outstanding at end of period (in shares) 726,367  
Weighted Average Grant Date Fair Value    
Nonvested at beginning of period (in dollars per share) $ 88.36  
Granted (in dollars per share) 66.87  
Vested (in dollars per share) 86.29  
Forfeited (in dollars per share) 82.28  
Nonvested at end of period (in dollars per share) $ 78.49  
Market-based Restricted Stock Units (PSUs)    
Number of Shares    
Vested (in shares) 0  
Forfeited (in shares) (6,015)  
Number of Shares    
Outstanding at beginning of period (in shares) 270,772  
Granted (in shares) 308,970  
Vested (in shares) 0  
Forfeited (in shares) 6,015  
Outstanding at end of period (in shares) 573,727  
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) 75.96  
Nonvested at end of period (in dollars per share) $ 82.53  
v3.24.1.u1
Earnings Per Share (Components of Basic and Diluted Earnings Per Share) (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Nov. 15, 2019
Numerator for basic and diluted net income (loss) per common share:      
Net income (loss) - basic $ 10,627 $ (7,627)  
Net income (loss) - diluted 10,627 (7,627)  
Plus: 1.75% Convertible Notes interest expense (after-tax) 0 0  
Net income (loss) available to the Company's common shareholders - basic 10,627 (7,627)  
Net income (loss) available to the Company’s common shareholders - diluted $ 10,627 $ (7,627)  
Denominator:      
Basic weighted -average outstanding shares of common stock (in shares) 45,860,033 46,987,249  
Diluted effect of:      
Equity incentive plans (in shares) 95,332 0  
Convertible debt (in shares) 0 0  
Diluted weighted-average outstanding shares of common stock (in shares) 45,955,365 46,987,249  
Net income (loss) per share - basic (in dollars per share) $ 0.23 $ (0.16)  
Net income (loss) per share - diluted (in dollars per share) $ 0.23 $ (0.16)  
1.75% Convertible Notes | Convertible Debt      
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]      
Stated interest rate     1.75%
v3.24.1.u1
Earnings Per Share (Narrative) (Details) - shares
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
1.75% Convertible Notes | Convertible Debt    
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]    
Shares issued in debt-for-equity exchange (in shares) 5,158,071 5,158,071
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) 846,160 1,830,097
v3.24.1.u1
Segment Information (Narrative) (Details)
3 Months Ended
Mar. 31, 2024
segment
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.24.1.u1
Segment Information (Reconciliation of Total Segment Operating Income to Consolidated Operating Income) (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Segment Reporting Information [Line Items]    
Total revenues $ 314,485 $ 307,142
Total operating costs and expenses 278,624 280,827
Income from operations 35,861 26,315
Reportable segments    
Segment Reporting Information [Line Items]    
Total revenues 314,485 307,142
Total operating costs and expenses 263,471 267,070
Income from operations 51,014 40,072
Elimination of inter-segment revenues    
Segment Reporting Information [Line Items]    
Total revenues (19) (85)
Total operating costs and expenses (19) (85)
Corporate    
Segment Reporting Information [Line Items]    
Total revenues 0 0
Total operating costs and expenses 15,153 13,757
Income from operations (15,153) (13,757)
Digital Media | Reportable segments    
Segment Reporting Information [Line Items]    
Total revenues 239,052 234,211
Total operating costs and expenses 207,447 205,742
Income from operations 31,605 28,469
Cybersecurity and Martech | Reportable segments    
Segment Reporting Information [Line Items]    
Total revenues 75,452 73,016
Total operating costs and expenses 56,043 61,413
Income from operations $ 19,409 $ 11,603
v3.24.1.u1
Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Supplemental Cash Flow Elements [Abstract]    
Interest paid $ 0 $ 0
Income taxes paid, net of refunds $ 6,511 $ 5,329
v3.24.1.u1
Accumulated Other Comprehensive (Loss) Income (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]    
Beginning balance $ 1,892,998,000 $ 1,892,611,000
Ending balance 1,902,012,000 1,894,615,000
Other comprehensive loss reclassifications 0 0
Accumulated other comprehensive loss    
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]    
Beginning balance (71,620,000) (85,373,000)
Other comprehensive loss, net of tax (6,593,000)  
Ending balance (78,213,000) $ (81,336,000)
Unrealized Gains (Losses) on Investments    
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]    
Beginning balance 537,000  
Other comprehensive loss, net of tax (63,000)  
Ending balance 474,000  
Foreign Currency Translation    
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]    
Beginning balance (72,157,000)  
Other comprehensive loss, net of tax (6,530,000)  
Ending balance $ (78,687,000)