ZIFF DAVIS, INC., 10-K filed on 2/26/2024
Annual Report
v3.24.0.1
Cover - USD ($)
 12 Months Ended
Dec. 31, 2023
Feb. 21, 2024
Jun. 30, 2023
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2023    
Current Fiscal Year End Date --12-31    
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 Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
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    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 2,027,500,810
Entity Common Stock, Shares Outstanding   46,071,456  
Documents Incorporated by Reference
Portions of the definitive Proxy Statement to be delivered to stockholders in connection with the Annual Meeting of Stockholders to be held May 7, 2024 are incorporated by reference into Part III of this Form 10-K.
    
Entity Central Index Key 0001084048    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Amendment Flag false    
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Audit Information
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Audit Information [Abstract]    
Auditor Name KPMG, LLP BDO USA, LLP
Auditor Location New York, New York Los Angeles, California
Auditor Firm ID 185 243
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CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
ASSETS    
Cash and cash equivalents $ 737,612 $ 652,793
Short-term investments 27,109 58,421
Accounts receivable, net of allowances of $6,871 and $6,868, respectively 337,703 304,739
Prepaid expenses and other current assets 88,570 68,319
Total current assets 1,190,994 1,084,272
Long-term investments 140,906 127,871
Property and equipment, net 188,169 178,184
Trade names and trademarks, net 155,784 191,020
Customer relationships, net 137,250 208,057
Other purchased intangibles, net 32,372 63,738
Goodwill 1,546,065 1,591,474
Deferred income taxes 8,731 8,523
Other assets 70,751 80,131
TOTAL ASSETS 3,471,022 3,533,270
LIABILITIES AND STOCKHOLDERS’ EQUITY    
Accounts payable 123,256 120,829
Accrued employee related costs 50,068 42,178
Other accrued liabilities 43,612 39,539
Income taxes payable, current 14,458 19,712
Deferred revenue, current 184,549 187,904
Other current liabilities 15,890 22,286
Total current liabilities 431,833 432,448
Long-term debt 1,001,312 999,053
Deferred revenue, noncurrent 8,169 9,103
Income taxes payable, noncurrent 8,486 11,675
Liability for uncertain tax positions 36,055 40,379
Deferred income taxes 45,503 79,007
Other long-term liabilities 46,666 68,994
TOTAL LIABILITIES 1,578,024 1,640,659
Commitments and contingencies (Note 12)
Preferred stock 0 0
Common stock, $0.01 par value. Authorized 95,000,000; total issued and outstanding 46,078,464 and 47,269,446 shares at December 31, 2023 and 2022, respectively. 461 473
Additional paid-in capital 472,201 439,681
Retained earnings 1,491,956 1,537,830
Accumulated other comprehensive loss (71,620) (85,373)
TOTAL STOCKHOLDERS’ EQUITY 1,892,998 1,892,611
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 3,471,022 3,533,270
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment 327,015 255,586
Series A Preferred Stock    
LIABILITIES AND STOCKHOLDERS’ EQUITY    
Preferred stock 0 0
Series B Preferred Stock    
LIABILITIES AND STOCKHOLDERS’ EQUITY    
Preferred stock $ 0 $ 0
v3.24.0.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Allowance for doubtful accounts $ 6,871 $ 6,868
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) 46,078,464 47,269,446
Common stock, shares outstanding (in shares) 46,078,464 47,269,446
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
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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Statement [Abstract]      
Revenues $ 1,364,028 $ 1,390,997 $ 1,416,722
Operating costs and expenses:      
Direct costs 197,292 195,554 188,053
Sales and marketing 487,365 490,777 493,049
Research, development, and engineering 68,860 74,093 78,874
General, administrative, and other related costs 421,050 404,263 456,777
Goodwill impairment on business 56,850 27,369 32,629
Total operating costs and expenses 1,231,417 1,192,056 1,249,382
Income from operations 132,611 198,941 167,340
Interest expense, net (20,031) (33,842) (72,023)
Gain (loss) on debt extinguishment, net 0 11,505 (5,274)
Loss on sale of businesses 0 0 (21,798)
Unrealized (loss) gain on short-term investments held at the reporting date, net (28,495) (7,145) 298,490
Gain (loss) on investments, net 357 (46,743) (16,677)
Other (loss) income, net (9,468) 8,437 1,293
Income from continuing operations before income tax (expense) benefit and changes from equity method investment 74,974 131,153 351,351
Income tax (expense) benefit (24,142) (57,957) 14,199
(Loss) income from equity method investment, net of income taxes (9,329) (7,730) 35,845
Net income from continuing operations 41,503 65,466 401,395
(Loss) income from discontinued operations, net of income taxes 0 (1,709) 95,319
Net income $ 41,503 $ 63,757 $ 496,714
Net income per common share from continuing operations:      
Basic (in dollars per share) $ 0.89 $ 1.39 $ 8.74
Diluted (in dollars per share) 0.89 1.39 8.38
Net (loss) income per common share from discontinued operations:      
Basic (in dollars per share) 0 (0.04) 2.08
Diluted (in dollars per share) 0 (0.04) 1.99
Net income per common share:      
Basic (in dollars per share) 0.89 1.36 10.81
Diluted (in dollars per share) $ 0.89 $ 1.36 $ 10.37
Weighted average shares outstanding:      
Basic (in shares) 46,400,941 46,954,558 45,893,928
Diluted (in shares) 46,464,261 47,025,849 47,862,745
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Statement of Comprehensive Income [Abstract]      
Net income $ 41,503 $ 63,757 $ 496,714
Other comprehensive income (loss), net of tax:      
Foreign currency translation adjustment 13,657 (32,479) (21,268)
Consensus separation adjustment 0 272 (114)
Change in fair value on available-for-sale investments, net of tax expense of $16, $0 and $0 for the years ended December 31, 2023, 2022 and 2021, respectively 96 4,056 18,966
Other comprehensive income (loss), net of tax 13,753 (28,151) (2,416)
Comprehensive income $ 55,256 $ 35,606 $ 494,298
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Statement of Comprehensive Income [Abstract]      
Tax expense (benefit) for unrealized holding gain (loss) on available-for-sale investments $ 16 $ 0 $ 0
v3.24.0.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Cash flows from operating activities:      
Net income $ 41,503 $ 63,757 $ 496,714
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 236,966 233,400 258,303
Non-cash operating lease costs 11,141 13,412 1,485
Share-based compensation 31,920 26,601 25,248
Provision for credit losses (benefit) on accounts receivable 2,809 (255) 8,738
Deferred income taxes, net (30,017) (12,991) (13,433)
(Gain) loss on extinguishment of debt, net 0 (11,505) 14,024
Loss on sale of businesses 0 0 21,798
Goodwill impairment on business 56,850 27,369 32,629
Changes in fair value of contingent consideration (200) (2,575) (1,223)
Loss (income) from equity method investments 9,329 7,730 (35,845)
Unrealized loss (gain) on short-term investments held at the reporting date 28,495 7,145 (298,490)
Gain (loss) on investments, net (357) 46,743 16,677
Other 5,159 3,637 39,270
Decrease (increase) in:      
Accounts receivable (35,371) 14,948 (18,050)
Prepaid expenses and other current assets (8,700) 9,665 (15,650)
Other assets (5,574) (16,240) 11,443
Increase (decrease) in:      
Accounts payable (includes $0, $0 and $17,635 with related parties) 9,419 (20,246) 479
Deferred revenue (6,802) (20,962) 14,282
Accrued liabilities and other current liabilities (26,608) (33,189) (41,863)
Net cash provided by operating activities 319,962 336,444 516,536
Cash flows from investing activities:      
Purchases of property and equipment (108,729) (106,154) (113,740)
Proceeds on sale of available-for-sale investments 0 0 663
Investment in available-for-sale securities 0 (15,000) 0
Distribution from equity method investment 0 0 15,327
Purchases of equity method investment 0 0 (23,249)
Purchase of equity investments (11,858) 0 (999)
Proceeds from sale of equity investments 3,174 4,527 14,330
Acquisition of businesses, net of cash received (9,492) (104,094) (141,146)
Proceeds from sale of businesses, net of cash divested 0 0 48,876
Proceeds from divestiture of discontinued operations 0 0 259,104
Other (503) (50) (78)
Net cash (used in) provided by investing activities (127,408) (220,771) 59,088
Cash flows from financing activities:      
Proceeds from bridge loan 0 0 485,000
Payment of debt 0 (166,904) (512,388)
Debt extinguishment costs (includes reimbursement of $0, $0 and $7,500 with related parties) 0 (756) (1,096)
Proceeds from term loan 0 112,286 0
Repurchase of common stock (108,527) (78,291) (78,327)
Issuance of common stock under employee stock purchase plan 8,727 9,431 9,231
Proceeds from exercise of stock options 0 148 2,939
Deferred payments for acquisitions (15,241) (16,116) (14,387)
Other 250 (630) (4,060)
Net cash used in financing activities (114,791) (140,832) (113,088)
Effect of exchange rate changes on cash and cash equivalents 7,056 (16,890) (10,346)
Net change in cash and cash equivalents 84,819 (42,049) 452,190
Cash and cash equivalents at beginning of year 652,793 694,842 242,652
Cash and cash equivalents at beginning of year associated with discontinued operations 0 0 66,210
Cash and cash equivalents at beginning of year associated with continuing operations 652,793 694,842 176,442
Cash and cash equivalents at end of year 737,612 652,793 694,842
Cash and cash equivalents at end of year associated with discontinued operations 0 0 0
Cash and cash equivalents at end of year associated with continuing operations $ 737,612 $ 652,793 $ 694,842
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CONSOLIDATED STATEMENTS OF CASH FLOWS - (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Accounts payable and accrued liabilities, related party component $ 9,419 $ (20,246) $ 479
Debt extinguishment costs, related party component 0 756 1,096
Related Party      
Accounts payable and accrued liabilities, related party component 0 0 17,635
Debt extinguishment costs, related party component $ 0 $ 0 $ 7,500
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($)
$ in Thousands
Total
Cumulative Effect, Period of Adoption, Adjustment
Common stock
Additional paid-in capital
Additional paid-in capital
Cumulative Effect, Period of Adoption, Adjustment
Retained earnings
Retained earnings
Cumulative Effect, Period of Adoption, Adjustment
Accumulated other comprehensive loss
Beginning balance, common stock (in shares) at Dec. 31, 2020     44,346,630          
Beginning balance at Dec. 31, 2020 $ 1,211,018   $ 443 $ 456,274   $ 809,107   $ (54,806)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income 496,714         496,714    
Other comprehensive income, net of tax expense $ (21,382)             (21,382)
Exercise of stock options (in shares) 70,776   70,776          
Exercise of stock options $ 2,939   $ 1 2,938        
Issuance of restricted stock, net (in shares)     560,290          
Issuance of restricted stock, net 0   $ 5 (5)        
Issuance of shares under Employee Stock Purchase Plan (in shares)     109,248          
Issuance of shares under employee stock purchase plan 9,231   $ 1 9,230        
Repurchase and retirement of common stock (in shares)     (697,657)          
Repurchase and retirement of common stock (78,327)   $ (7) (26,275)   (52,045)    
Share-based compensation 25,248     25,248        
Conversion shares issued as extinguishment cost on 3.25% convertible notes (in shares)     3,050,850          
Conversion shares issued as extinguishment cost to redeem 3.25% Convertible Notes 431,952   $ 31 431,921        
Redemption of 3.25% Convertible Notes, net of tax (390,526)     (390,526)        
Consensus separation 280,360         261,394   18,966
Other, net 505     317   188    
Ending balance, common stock (in shares) at Dec. 31, 2021     47,440,137          
Ending balance at Dec. 31, 2021 1,967,732 $ (64,701) $ 474 509,122 $ (88,137) 1,515,358 $ 23,436 (57,222)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income 63,757         63,757    
Other comprehensive income, net of tax expense $ (32,207)     (206)   206   (32,207)
Exercise of stock options (in shares) 5,439   5,439          
Exercise of stock options $ 148     148        
Issuance of restricted stock, net (in shares)     493,300          
Issuance of restricted stock, net (1)   $ 5 (6)        
Issuance of shares under Employee Stock Purchase Plan (in shares)     139,992          
Issuance of shares under employee stock purchase plan 9,431   $ 1 9,430        
Repurchase and retirement of common stock (in shares)     (809,422)          
Repurchase and retirement of common stock (78,291)   $ (7) (17,277)   (61,007)    
Share-based compensation 26,601     26,601        
Conversion shares issued as extinguishment cost to redeem 3.25% Convertible Notes 0              
Redemption of 3.25% Convertible Notes, net of tax 0              
Consensus separation               4,056
Other, net $ 142     6   (3,920)   4,056
Ending balance, common stock (in shares) at Dec. 31, 2022 47,269,446   47,269,446          
Ending 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 41,503         41,503    
Other comprehensive income, net of tax expense $ 13,753             13,753
Exercise of stock options (in shares) 0              
Issuance of restricted stock, net (in shares)     47,274          
Issuance of restricted stock, net $ (4,647)     (6,220)   1,573    
Issuance of shares under Employee Stock Purchase Plan (in shares)     161,488          
Issuance of shares under employee stock purchase plan 8,727   $ 2 8,725        
Issuance of common stock, net (in shares)     186,102          
Issuance of common stock, net 13,422   $ 2 13,420        
Repurchase and retirement of common stock (in shares)     (1,585,846)          
Repurchase and retirement of common stock (104,919)   $ (16) (15,388)   (89,515)    
Share-based compensation 31,920     31,920        
Conversion shares issued as extinguishment cost to redeem 3.25% Convertible Notes 0              
Redemption of 3.25% Convertible Notes, net of tax 0              
Other, net $ 628     63   565   0
Ending balance, common stock (in shares) at Dec. 31, 2023 46,078,464   46,078,464          
Ending balance at Dec. 31, 2023 $ 1,892,998   $ 461 $ 472,201   $ 1,491,956   $ (71,620)
v3.24.0.1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
Tax expense (benefit) for unrealized holding gain (loss) on available-for-sale investments $ 0
Accounting Standards Update [Extensible List] Accounting Standards Update 2020-06 [Member]
Convertible Debt | 1.75% Convertible Notes  
Stated interest rate 1.75%
v3.24.0.1
The Company
 12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
The Company The Company
Ziff Davis, Inc., together with its subsidiaries (“Ziff Davis”, the “Company”, “our”, “us”, or “we”), is a vertically focused digital media and internet company whose portfolio includes brands in technology, shopping, gaming and entertainment, connectivity, health, cybersecurity, and martech. The Company’s Digital Media business specializes in the technology, shopping, gaming and entertainment, connectivity, and healthcare markets, offering content, tools, and services to consumers and businesses. The Company’s Cybersecurity and Martech business provides cloud-based subscription services to consumers and businesses including cybersecurity, privacy, and marketing technology.
On October 7, 2021, in connection with the spin-off of its cloud fax business described further below, the Company changed its name from J2 Global, Inc. to Ziff Davis, Inc. (for certain events prior to October 7, 2021, the Company may be referred to as J2 Global).
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Basis of Presentation and Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Ziff Davis and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, including judgments about investment classifications and the reported amounts of net revenue and expenses during the reporting period. The Company believes that its most significant estimates are those related to revenue recognition, valuation and impairment of investments, its assessment of ownership interests as variable interest entities and the related determination of consolidation, share-based compensation expense, fair value of assets acquired and liabilities assumed in connection with business combinations, long-lived and intangible asset impairment, contingent consideration, income taxes and contingencies, and allowance for credit losses. On an ongoing basis, management evaluates its estimates based on historical experience and on various other factors that the Company believes to be reasonable under the circumstances. Actual results could materially differ from those estimates.
Consensus, Inc. Spin-Off and Discontinued Operations
On September 21, 2021, the Company announced that its Board of Directors approved its previously announced separation of the cloud fax business (the “Separation”) into an independent publicly traded company, Consensus Cloud Solutions, Inc. (“Consensus”). On October 7, 2021 (the “Distribution Date”), the Separation was completed and the Company transferred J2 Cloud Service, LLC to Consensus who in turn transferred non-fax assets and liabilities back to Ziff Davis such that Consensus was left with the cloud fax business. The Separation was achieved through the Company’s distribution of 80.1% of the shares of Consensus common stock to holders of J2 Global common stock as of the close of business on October 1, 2021, the record date for the distribution. The Company’s stockholders of record received one share of Consensus common stock for every three shares of J2 Global’s common stock. On October 8, 2021, Consensus began trading on Nasdaq under the stock symbol “CCSI”. Ziff Davis, Inc. retained a 19.9% interest in Consensus following the Separation (the “Investment in Consensus”).
On October 7, 2021, Consensus paid Ziff Davis approximately $259.1 million of cash in a distribution that was anticipated to be tax-free provided certain requirements were met, and issued $500.0 million of senior notes due 2028 to Ziff Davis, which Ziff Davis then exchanged with the lenders under the Credit Agreement and Credit Agreement Amendments by and among the subsidiaries of Ziff Davis party thereto as guarantors, Citicorp North America Inc. and MUFG Union Bank, N.A. and MUFG Union Bank, N.A., as administrative agent for the lenders, for the extinguishment of indebtedness outstanding under the Bridge Loan Facility. Refer to Note 10 — Debt for additional details. Such lenders or their affiliates agreed to resell the 2028 notes to qualified institutional buyers in the United States pursuant to Rule 144A.
The accounting requirements for reporting the Company’s cloud fax business as a discontinued operation were met when the Separation was completed. Accordingly, the consolidated financial statements reflect the results of the cloud fax business as a discontinued operation for all periods presented. Ziff Davis did not retain a controlling interest in Consensus.
During the year ended December 31, 2022, the Company entered into a Fifth Amendment and Sixth Amendment to its
existing Credit Agreement, providing for the issuance of senior secured term loans under the Credit Agreement (the “Term
Loan Facilities”), in an aggregate principal amount of approximately $112.3 million. During the year ended December 31, 2022, the Company subsequently completed non-cash exchanges of 2,800,000 shares of its common stock of Consensus with the lenders under the Fifth and Sixth Amendments to settle the Company’s obligations of $112.3 million outstanding aggregate principal amount of the Term Loan Facilities plus related interest. Refer to Note 10 — Debt for additional details.
As of December 31, 2023, the Company continues to hold approximately 1.0 million shares of the common stock of Consensus. The Investment in Consensus represents the investment in equity securities for which the Company elected the fair value option and subsequent fair value changes in the Consensus shares are included in the assets of and results from continuing operations. Refer to Note 5 — Investments and Note 6 — Discontinued Operations and Dispositions for additional information.
Reclassifications
Certain prior year reported amounts have been reclassified to conform to 2023 presentation. The Company reclassified its trademarks as of December 31, 2022 from ‘other purchased intangibles’ to ‘trade names and trademarks’ to conform to current period presentation. The trademarks totaled $54.8 million of carrying value as of December 31, 2022. Refer to Note 9 — Goodwill and Intangible Assets for additional information.
Cash and Cash Equivalents
The Company considers the balance of its investment in funds that substantially hold securities that mature within three months or less from the date the Company purchases these securities to be cash equivalents. The carrying amount of cash and cash equivalents either approximates fair value due to the short-term maturity of these instruments or are at fair value.
Allowances for Credit Losses
The Company maintains an allowance for credit losses on accounts receivable, which is recorded as a reduction to accounts receivable. Changes in the allowance are classified as ‘General, administrative, and other related costs’ in the Consolidated Statements of Operations. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when it identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status. It also considers customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. On an ongoing basis, management evaluates the adequacy of these reserves.
The rollforward of allowance for credit losses on Accounts receivable, net is as follows (in thousands):
Year ended December 31,
202320222021
Beginning balance$6,868 $9,811 $11,552 
Increases (decreases) to bad debt expense
2,809 (255)3,107 
Write-offs, net of recoveries(2,806)(2,688)(4,848)
Ending balance$6,871 $6,868 $9,811 
Investments
The Company accounts for its investments in debt securities in accordance with ASC Topic 320, Investments — Debt Securities (“ASC 320”). The Company’s available-for-sale debt securities are carried at an estimated fair value with any unrealized gains or losses, net of taxes, included in accumulated other comprehensive loss on our Consolidated Balance Sheets. All debt securities are accounted for on a specific identification basis. Available-for-sale debt securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of that difference, if any, is caused by expected credit losses. Expected credit losses on available-for-sale debt securities are recognized in loss on investments, net on our Consolidated Statements of Operations, and any remaining unrealized losses, net of taxes, are included in accumulated comprehensive loss on our Consolidated Balance Sheets.
The Company accounts for its investments in equity securities in accordance with ASC Topic 321, Investments — Equity Securities (“ASC 321”) which requires the accounting for equity investments, other than those accounted for under the equity method of accounting, generally be measured at fair value for equity securities with readily determinable fair values. Equity securities without a readily determinable fair value, which are not accounted for under the equity method of accounting, are measured at their cost, less impairment, if any, and adjusted for observable price changes arising from orderly transactions
in the same or similar investment from the same issuer. Any unrealized gains or losses will be reported within earnings on our Consolidated Statements of Operations.
The Company assesses whether an other-than-temporary impairment loss on an investment has occurred due to declines in fair value or other market conditions. Refer to Note 5 — Investments for additional information.
The Investment in Consensus are equity securities accounted for at fair value under the fair value option, and the related fair value gains and losses are recognized in earnings. As the initial carrying value of the Investment in Consensus was negative immediately following the Separation, the Company elected the fair value option under ASC 825-10-25 to support the initial recognition of the Investment in Consensus at fair value and the negative book value was recorded as a gain at the date of Separation. The fair value of Consensus common stock is readily available as Consensus is a publicly traded company.
Concentration of Credit Risk
The Company primarily invests its cash, cash equivalents, and marketable securities with major financial institutions primarily within the United States, Canada, United Kingdom, and the European Union. These investments are made in accordance with the Company’s investment policy with the principal objectives being preservation of capital, fulfillment of liquidity needs, and above market returns commensurate with preservation of capital. The Company’s investment policy also requires that investments in marketable securities be in only highly rated instruments, with limitations on investing in securities of any single issuer. However, these investments are not insured against the possibility of a total or near complete loss of earnings or principal and are inherently subject to the credit risk related to the continued credit worthiness of the underlying issuer and general credit market risks. As of December 31, 2023, the Company’s cash and cash equivalents that were maintained in demand deposit accounts in qualifying financial institutions are insured up to the limit determined by the applicable governmental agency. 
Variable Interest Entities (“VIE”s)
A VIE requires consolidation by the entity’s primary beneficiary. The Company evaluates its investments in entities in which it is involved to determine if the entity is a VIE and if so, whether it holds a variable interest and is the primary beneficiary. The Company has determined that it holds a variable interest in its investment as a limited partner in the OCV Fund I, LP (“OCV Fund”, “OCV” or the “Fund”), as well as, another independent corporation. The Company has concluded that it will not consolidate OCV, as it is not the primary beneficiary of the OCV Fund, and will account for this investment under the equity-method of accounting (see Note 5 — Investments).
OCV qualifies as an investment company under ASC Topic 946, Financial Services, Investment Companies (“ASC 946”). Under ASC Topic 323, Investments — Equity Method and Joint Ventures, an investor that holds investments that qualify for specialized industry accounting for investment companies in accordance with ASC 946 should record its share of the earnings or losses, realized or unrealized, as reported by its equity method investees in the Consolidated Statements of Operations.
Fair Value Measurements
The Company complies with the provisions of FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), in measuring fair value and in disclosing fair value measurements. ASC 820 provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities.
The carrying values of cash and cash equivalents, accounts receivable, interest receivable, accounts payable, accrued expenses, interest payable, customer deposits, and long-term debt are reflected in the financial statements at cost. With the exception of certain investments and long-term debt, cost approximates fair value due to the short-term nature of such instruments. The fair value of the Company’s outstanding debt was determined using the quoted market prices of debt instruments with similar terms and maturities when available. As of the same dates, the carrying value of other long-term liabilities approximated fair value as the related interest rates approximate rates currently available to the Company.
Property and Equipment
Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets and is recorded in direct costs and general, administrative, and other related costs on the Consolidated Statements of Operations based on the function the underlying asset supports. The estimated useful lives of property and equipment range from one to ten years. Fixtures, which are comprised primarily of leasehold improvements are amortized on a straight-line basis over their estimated useful lives or for leasehold improvements, the related lease term, if less. The Company has capitalized certain internal-use software and website development costs which are included in property and equipment and depreciated using a straight-line method over the estimated useful life which is typically three years.
Leases
The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at commencement date of the lease in determining the present value of future payments. The operating lease right-of-use asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of twelve months or less are not recorded on the balance sheet and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. There are lease agreements with lease and non-lease components, which are generally accounted for as a single lease component.
Impairment or Disposal of Long-Lived Assets
The Company accounts for long-lived assets, which include property and equipment, operating lease right-of-use assets, and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with the provisions of ASC Topic 360, Property, Plant, and Equipment (“ASC 360”), which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset to the expected undiscounted future net cash flows generated by the asset. If it is determined that the asset may not be recoverable, and if the carrying amount of an asset exceeds its estimated fair value, an impairment charge is recognized to the extent of the difference.
The Company assesses the impairment of identifiable definite-lived intangibles and long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the Company determined that the carrying value of definite-lived intangibles and long-lived assets may not be recoverable based upon the existence of one or more indicators of impairment, it would record an impairment equal to the excess of the carrying amount of the asset over its estimated fair value.
Business Combinations and Valuation of Goodwill and Intangible Assets
The Company applies the acquisition method of accounting for business combinations in accordance with GAAP and uses estimates and judgments to allocate the purchase price paid for acquisitions to the fair value of the assets, including identifiable intangible assets and liabilities acquired. Such estimates may be based on significant unobservable inputs and assumptions such as, but not limited to, future revenue growth rates, gross and operating margins, customer attrition rates, royalty rates, discount rates, and terminal growth rate assumptions. The Company uses established valuation techniques and may engage reputable valuation specialists to assist with the valuations. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Fair values are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values becomes available. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. The Company tests goodwill for impairment annually on October 1st at the reporting unit level, or more frequently if indicators of impairment exist, or if a decision is made to dispose of a business. The Company’s Digital Media reportable segment is comprised of seven reporting units and the Cybersecurity and Martech reportable segment is comprised of two reporting units.
Intangible assets resulting from the acquisitions of entities accounted for using the acquisition method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trademarks, trade names, and other intangible assets, including developed technologies. The fair values of these identified intangible assets are based upon expected future cash flows or income, which take into consideration certain assumptions such as customer turnover, trade names, and patent lives. These determinations are primarily based upon the Company’s historical experience and expected benefit of each intangible asset. If it is determined that such assumptions are not accurate, then the resulting change will impact the fair value of the intangible asset. Trade names and trademarks are generally amortized on a straight-line basis with an estimated useful life ranging from two to twenty years. The Company amortizes customer relationship assets in a pattern that best reflects the pace at which the asset’s benefits are consumed with useful lives ranging from three to sixteen years. This pattern results in more amortization expense being recognized earlier in the useful life. Other intangible assets subject to amortization are amortized over the period of estimated economic benefit ranging from one to ten years. Amortization expense of definite-lived intangibles assets is included in general, administrative, and other related costs on the Consolidated Statements of Operations.
The Company evaluates its goodwill and indefinite-lived intangible assets for impairment pursuant to FASB ASC Topic 350, Intangibles— Goodwill and Other (“ASC 350”), which provides that goodwill and other intangible assets with indefinite lives are not amortized but tested annually for impairment or more frequently if the Company believes indicators of impairment exist. In connection with the annual impairment test for goodwill, the Company has the option to perform a qualitative assessment in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it was more likely than not that the fair value of the reporting unit is less than its carrying amount, it then it performs an impairment test of goodwill. The impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines the fair value of its reporting units using a mix of an income approach and a market approach. If the carrying value of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized for the difference. During the years ended December 31, 2023, 2022, and 2021 the Company recorded a goodwill impairment of $56.9 million, $27.4 million, and $32.6 million, respectively. Refer to Note 9 — Goodwill and Intangible Assets for additional details.
The Company performed the annual impairment test for intangible assets with indefinite lives for fiscal 2021 using a qualitative assessment primarily taking into consideration macroeconomic, industry and market conditions, overall financial performance and any other relevant company-specific factors. The Company concluded that there were no impairments in 2021. The Company did not perform an assessment in 2022 and 2023, as there were no intangible assets with indefinite lives during 2022 and 2023.
Contingent Consideration
Certain of the Company’s acquisition agreements include contingent earn-out arrangements, which are generally based on the achievement of future income thresholds or other metrics. The contingent earn-out arrangements are based upon the Company’s valuations of the acquired companies and reduce the risk of overpaying for acquisitions if the projected financial results are not achieved.
The fair values of these earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates. For each transaction, the Company estimates the fair value of contingent earn-out payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability on the Consolidated Balance Sheets. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to the liability on the acquisition date is reflected as cash used in financing activities in our Consolidated Statements of Cash Flows. Any amount paid in excess of the liability on the acquisition date is reflected as cash used in operating activities.
The Company reviews and re-assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could be materially different from the initial estimates or prior amounts. Changes in the estimated fair value of its contingent earn-out liabilities and adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in general, administrative, and other related costs on our Consolidated Statements of Operations.
Debt Issuance Costs and Debt Discount
The Company capitalizes costs incurred with borrowing and issuance of debt securities and records debt issuance costs and discounts as a reduction to the debt amount. These costs and discounts are amortized and included in interest expense over the life of the borrowing using the effective interest method.
In August 2020, the FASB issued ASU 2020-06. The provisions of this update simplifies the accounting for convertible instruments by removing certain separation models in ASC 470-20, Debt — Debt with Conversion and Other Options, for convertible instruments. The convertible debt instruments are be accounted for as a single liability at the amortized cost if separation is no longer required unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Among other potential impacts, this change is expected to reduce reported noncash interest expense, increase reported net income, and result in a reclassification of certain conversion feature balance sheet amounts from stockholders’ equity to liabilities. Similarly, the debt discount, which is equal to the carrying value of the embedded conversion feature upon issuance, is no longer amortized into income as interest expense over the life of the instrument. Additionally, ASU 2020-06 requires the use of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share, which includes the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards.
On January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective method. The cumulative effect of the changes made on the Consolidated Balance Sheet upon this adoption increased the carrying amount of the 1.75% Convertible Notes (as defined in Note 10 — Debt below) by approximately $85.9 million, increased retained earnings by approximately $23.4 million, reduced deferred tax liabilities by approximately $21.2 million and reduced additional paid-in capital by approximately $88.1 million.
Revenue Recognition
The Company recognizes revenue when the Company satisfies its obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Refer to Note 3 — Revenues for additional details.
Share-Based Compensation
The Company accounts for share-based awards to employees and non-employees in accordance with the provisions of ASC Topic 718, Compensation — Stock Compensation (“ASC 718”), which requires compensation cost, measured at the grant date fair value, to be recognized over the employee’s requisite service period using the straight-line method. The measurement of share-based compensation expense is based on several criteria, including but not limited to the valuation model used and associated input factors, such as expected term of the award, stock price volatility, risk free interest rate, dividend rate, and award cancellation rate. Certain of these inputs are subjective and are determined using management’s judgment. If differences arise between the assumptions used in determining share-based compensation expense and the actual factors, which become known over time, the Company may change the input factors used in determining future share-based compensation expense. Any such changes could materially impact the Company’s results of operations in the period in which the changes are made and in periods thereafter. The amount of share-based compensation expense recognized in the Consolidated Statements of Operations is net of estimated forfeitures. The forfeiture rate is estimated at the grant date based on historical experience and revised, if necessary, in subsequent periods if actual forfeitures differ from the estimated rate. The expense ultimately recorded is for the awards that vest.
Research, Development, and Engineering
Research, development, and engineering costs are expensed as incurred. Costs for software development incurred during the application development stage are capitalized and amortized over their estimated useful lives. Research, development, and engineering expenditures were $68.9 million, $74.1 million, and $78.9 million for the years ended December 31, 2023, 2022, and 2021, respectively.
Advertising Costs
The Company incurs external advertising costs to promote its brands. These costs primarily consist of expenses related to digital advertising on websites and apps of third parties, creative services, trade shows and similar events, marketing expenses, and marketing intelligence expenses. Advertising costs are expensed as incurred. For the years ended December 31, 2023, 2022, and 2021 external advertising costs were $120.8 million, $128.8 million, and $143.5 million, respectively.
Foreign Currency
Most of the Company’s foreign subsidiaries use the local currency of their respective countries as their functional currency. Assets and liabilities are translated at exchange rates prevailing at the balance sheet dates. Revenues and expenses are translated into U.S. Dollars at average exchange rates for the period. Gains and losses resulting from translation are recorded as a component of accumulated other comprehensive income/(loss). Net translation income (loss) was $13.7 million, $(32.5) million, and $(21.3) million for the years ended December 31, 2023, 2022, and 2021, respectively. Realized gains and losses from foreign currency transactions are recognized within ‘Other income (loss), net’ on our Consolidated Statements of Operations. Foreign exchange (losses) gains amounted to $(3.9) million, $8.2 million, and $2.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Income Taxes
The Company’s income is subject to taxation in both the U.S. and numerous foreign jurisdictions. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves for tax contingencies are established when the Company believes that certain positions might be challenged despite the Company’s belief that its tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of a tax audit or lapse of a statute of
limitations. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate.
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities to be recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the net deferred tax assets will not be realized. The valuation allowance is reviewed quarterly based upon the facts and circumstances known at the time. In assessing this valuation allowance, the Company reviews historical and future expected operating results and other factors, including its recent cumulative earnings experience, expectations of future taxable income by taxing jurisdiction and the carryforward periods available for tax reporting purposes, to determine whether it is more likely than not that deferred tax assets are realizable.
ASC 740 provides guidance on the minimum threshold that an uncertain income tax benefit is required to meet before it can be recognized in the financial statements and applies to all income tax positions taken by a company. ASC 740 contains a two-step approach to recognizing and measuring uncertain income tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. If it is not more likely than not that the benefit will be sustained on its technical merits, no benefit will be recorded. Uncertain income tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold. The Company recognizes accrued interest and penalties related to uncertain income tax positions in income tax expense on its Consolidated Statements of Operations.
On August 16, 2022, the “Inflation Reduction Act” of 2022 (“IRA”) was signed into law. The IRA included many climate and energy provisions and introduced a 15% corporate alternative minimum tax (“CAMT”) for taxpayers whose average annual adjusted financial statement income exceeds a certain threshold. The IRA also enacted a one percent excise tax on stock repurchases made by publicly traded U.S. corporations. The CAMT and excise tax on stock repurchases are effective for tax years beginning after December 31, 2022. The Company does not believe that it will be subject to the CAMT as it is expected to be under the threshold of the average annual adjusted financial statement income.
Earnings Per Common Share (“EPS”)
EPS is calculated pursuant to the two-class method as defined in ASC Topic 260, Earnings per Share (“ASC 260”), which specifies that all outstanding unvested share-based payment awards that contain rights to non-forfeitable dividends or dividend equivalents are considered participating securities and should be included in the computation of EPS pursuant to the two-class method.
Basic EPS is calculated by dividing net distributed and undistributed earnings allocated to common shareholders, excluding participating securities, by the weighted-average number of common shares outstanding. The Company’s participating securities consist of its unvested share-based payment awards that contain rights to non-forfeitable dividends or dividend equivalents.
On January 1, 2022, the Company adopted ASU 2020-06using the modified retrospective method. Following this adoption, the Company applies the if-converted method for the diluted net income per share calculation of convertible debt instruments. Prior to the adoption, the Company used the treasury stock method when calculating the potential dilutive effect of convertible debt instruments.
Share Repurchases
The Company accounts for share repurchases on a trade date basis by allocating cost in excess of par value between retained earnings and additional paid-in capital. The repurchased shares are constructively retired and returned to an authorized but unissued status. In August 2022, the U.S. government enacted the Inflation Reduction Act of 2022, which imposed a 1.0% excise tax on share repurchases made after December 31, 2022. As a result, the Company accrued excise tax in connection with the share repurchases it completed during year ended December 31, 2023.
Segment Reporting
ASC Topic 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business enterprises report information about operating segments in their annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segments are based on the organization structure used by the chief operating decision maker for making operating and investment decisions and for assessing performance.
The Company has two reportable segments: (i) Digital Media and (ii) Cybersecurity and Martech. Refer to Note 18 — Segment Information for additional detail.
Recent Accounting Pronouncements
Recently issued applicable accounting pronouncements not yet adopted
In March 2020, the FASB issued 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 cost 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 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 for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. Early adoption is permitted. This ASU 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 for annual periods beginning after December 15, 2024. Early adoption is permitted. This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted.
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Revenues
 12 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
Revenues Revenues
Digital Media
Digital Media revenues are earned primarily from the delivery of advertising services, licensing, and subscriptions to services and information.
Advertising
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, and production services. 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 substantially consist of subscription revenues which 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.
Disaggregated Revenues
Revenues from external customers classified by revenue source are as follows (in thousands).
Year ended December 31,
Digital Media202320222021
Advertising
$747,254 $788,135 $838,075 
Subscription and licensing
283,473 244,694 197,354 
Other 42,244 46,343 33,871 
Total Digital Media revenues$1,072,971 $1,079,172 $1,069,300 
Cybersecurity and Martech
Subscription$291,209 $312,626 $348,611 
Total Cybersecurity and Martech revenues$291,209 $312,626 $348,611 
Corporate$— $— $— 
Elimination of inter-segment revenues(152)(801)(1,189)
Total Revenues$1,364,028 $1,390,997 $1,416,722 
The Company recorded $160.1 million and $174.7 million of revenue for the years ended December 31, 2023 and 2022, respectively, which was previously included in the deferred revenue balance as of the beginning of each respective year.
As of December 31, 2023 and 2022, the Company acquired $0.7 million and $21.5 million, respectively, of deferred revenue in connection with the Company’s business acquisitions, which are subject to purchase accounting adjustments, as appropriate. Refer to Note 4 — Business Acquisitions for additional details.
Performance Obligations
The Company is a party to multiple concurrent contracts with the same customer, or a party related to that customer. Some 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 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 are 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
•Faxing capabilities are provided (included in discontinued operations through October 7, 2021)
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 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 December 31, 2023, the aggregate amount of transaction price that is allocated to future performance obligations was approximately $48.7 million and is expected to be recognized as follows: 73% by December 31, 2024 and 27% 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.
Sales Taxes
The Company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are (i) both imposed on and concurrent with a specific revenue-producing transaction and (ii) collected by the Company from a customer.
Costs to Obtain a Contract
The Company’s revenues are primarily generated from customer contracts that are for one year or less. Costs primarily consist of incentive compensation paid based on the achievements of sales targets in a given period for related revenue streams and are recognized in the month when the revenue is earned. Incentive compensation is paid on the issuance or renewal of the customer contract. As a practical expedient, for amortization periods which are determined to be one year or less, the Company expenses any incremental costs of obtaining the contract with a customer when incurred. For those customers with amortization periods determined to be greater than one year, the Company capitalizes and amortizes the expenses over the period of benefit.
In addition, the Company partners with various affiliates in order to generate a portion of its revenue for certain lines of business. The commissions earned by the Company’s affiliates are incentive based and are paid on the acquisition of new customers in a given period. For those customers with amortization periods determined to be greater than one year, the Company capitalizes and amortizes the incentive over the period of benefit. As of December 31, 2023 and 2022, the Company capitalized approximately $14.9 million and $8.0 million, respectively, related to these costs and they are included in ‘Prepaid expenses and other current assets’ and ‘Other assets’ in the Consolidated Balance Sheets. During the years ended December 31, 2023, 2022, and 2021, the Company recognized expense of $12.9 million, $15.4 million, and $18.0 million respectively, related to the amortization of capitalized costs to obtain a contract with a customer.
Practical Expedients
Existence of a Significant Financing Component in a Contract
If at contract inception, the Company expects that the period between payment by the customer and the transfer of promised goods or services by the Company to the customer will be one year or less, the Company does not assess whether a contract has a significant financing component. In addition, the Company has determined that the payment terms that the Company provides to its customers are structured primarily for reasons other than the provision of finance to the Company. The Company typically charges a single upfront amount for services because other payment terms would affect the nature of the risk assumed by the Company to provide service given the costs of the customer acquisition and the highly competitive and commoditized nature of the business we operate which allows customers to easily move from one provider to another. This additional risk may make it uneconomical to provide the service.
v3.24.0.1
Business Acquisitions
 12 Months Ended
Dec. 31, 2023
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, expand and diversify its service offerings, enhance its technology, and acquire skilled personnel.
2023 Acquisitions
The Company completed two immaterial acquisitions during the year ended December 31, 2023, paying the purchase price in cash in each transaction.
The Consolidated Statement of Operations since the date of each acquisition and the balance sheet as of December 31, 2023, reflect the results of operations of all 2023 acquisitions.
Goodwill recognized associated with these acquisitions during the year ended December 31, 2023 was $6.5 million, all of which is expected to be deductible for income tax purposes. Approximately $7.2 million of definite-lived intangibles were recorded in connection with the acquisitions during the year ended December 31, 2023.
During the year ended December 31, 2023, the Company recorded adjustments to the initial working capital and to the purchase accounting of certain prior period acquisitions due to the finalization of prior period acquisitions in the Digital Media business which resulted in a net decrease in goodwill of $0.1 million.
2022 Acquisitions
The Company completed the following acquisitions during the year ended December 31, 2022, paying the purchase price in cash in each transaction: (a) a purchase of 100% of equity interests of Lifecycle Marketing Group Limited, acquired on January 21, 2022, a United Kingdom-based portfolio of pregnancy and parenting brands, including Emma’s Diary and Health Professional Academy, reported within our Digital Media segment; (b) a purchase of 100% of equity interests of FitNow, Inc., acquired on June 2, 2022, a Massachusetts-based provider of weight loss products and support, reported within our Digital Media segment; and (c) four other immaterial Digital Media acquisitions.
The Consolidated Statement of Operations since the date of each acquisition and balance sheet as of December 31, 2022, reflect the results of operations of all 2022 acquisitions. For the year ended December 31, 2022, these acquisitions contributed $33.0 million to the Company’s revenues. Net income from continuing operations contributed by these acquisitions was not separately identifiable due to the Company’s integration activities and is impracticable to provide. Total consideration for these transactions was $121.7 million, net of cash acquired and assumed liabilities.
The following table summarizes the allocation of the preliminary purchase consideration for all 2022 acquisitions as of December 31, 2022 (in thousands):
Assets and LiabilitiesValuation
Accounts receivable$7,433 
Prepaid expenses and other current assets4,915 
Property and equipment369 
Operating lease right-of-use assets, noncurrent545 
Trade names12,839 
Customer relationships20,040 
Goodwill95,737 
Other intangibles18,166 
Other long-term assets11 
Accounts payable and accrued expenses(6,221)
Deferred revenue(21,474)
Deferred tax liability(10,140)
Other long-term liabilities(516)
Total$121,704 
The fair value of the assets acquired includes accounts receivable of $7.4 million, all of which was expected to be collectible. The Company did not acquire any other classes of receivables as a result of its acquisitions.
Goodwill recognized associated with these acquisitions during the year ended December 31, 2022 is $95.7 million, of which $1.2 million is expected to be deductible for income tax purposes.
During the year ended December 31, 2022, the purchase price accounting was finalized for the following 2021 acquisitions: DailyOM, SEOmoz, Solutelia, LLC, Arthur L. Davis Publishing and four other immaterial Digital Media and Cybersecurity and Martech acquired business. During the year ended December 31, 2022, the Company recorded adjustments to the initial working capital and to the purchase accounting of prior period acquisitions due to the finalization of certain prior period acquisitions in the Digital Media business. These measurement period adjustments resulted in a net increase in goodwill of $4.5 million, which included a $3.2 million increase in connection with the unfavorable contract liability for an acquired contract. The unfavorable contract liability was expected to be accreted over 3 years as of December 31, 2022. In addition, the Company recorded adjustments to the initial working capital and to the purchase accounting of certain prior period acquisitions in the Cybersecurity and Martech businesses which resulted in a net decrease in goodwill of $0.1 million. Such adjustments had an immaterial impact on the amortization expense within the Consolidated Statements of Operations for the year ended December 31, 2022. Refer to Note 9 — Goodwill and Intangible Assets for additional information.
Unaudited Pro Forma Financial Information for All 2022 Acquisitions
The following unaudited pro forma information is not necessarily indicative of the Company’s consolidated results of operations in future periods or the results that actually would have been realized had the Company and the acquired businesses been combined companies during the periods presented. These pro forma results are estimates and exclude any savings or synergies that would have resulted from these business acquisitions had they occurred on January 1, 2021. This unaudited pro forma supplemental information includes incremental intangible asset amortization and other charges as a result of the acquisitions, net of the related tax effects.
The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and its 2022 acquisitions as if each acquisition had occurred on January 1, 2021 (in thousands, except per share amounts):
Year ended December 31,
20222021
(unaudited)
Revenues$1,407,300 $1,461,178 
Net income from continuing operations$64,877 $398,201 
Income per common share from continuing operations - Basic$1.38 $8.67 
Income per common share from continuing operations - Diluted$1.38 $8.31 
2021 Acquisitions
The Company completed the following acquisitions during the year ended December 31, 2021, paying the purchase price in cash in each transaction: (a) an asset purchase of DailyOM, acquired on April 30, 2021, a California-based provider of health and wellness digital media, content, and learning business; (b) a share purchase of SEOmoz, acquired on June 4, 2021, a Seattle-based provider of search engine optimization (“SEO”) solutions; (c) an asset purchase of Solutelia, LLC, acquired on July 15, 2021, a Colorado-based on-demand wireless telecommunications network monitoring and analysis, testing and optimization software business and related wireless telecommunications engineering services business; (d) a stock purchase of Arthur L. Davis Publishing, acquired on September 23, 2021, an Iowa-based digital nursing publication; (e) a stock purchase of Root Wireless, Inc. acquired on December 13, 2021, a Washington-based mobile analytics firm; and (f) four other immaterial Digital Media acquisitions.
The Consolidated Statement of Operations since the date of each acquisition and balance sheet as of December 31, 2021, reflect the results of operations of all 2021 acquisitions. For the year ended December 31, 2021, these acquisitions contributed $39.9 million to the Company’s revenues. Net income from continuing operations contributed by these acquisitions was not separately identifiable due to the Company’s integration activities and is impracticable to provide. Total consideration for these transactions was $160.4 million, net of cash acquired and assumed liabilities and is subject to certain post-closing adjustments which may increase or decrease the final consideration paid.
The following table summarizes the allocation of the purchase consideration for all 2021 acquisitions as of December 31, 2021, including individually material acquisitions noted separately (in thousands):
Assets and LiabilitiesValuation
Accounts receivable$9,513 
Prepaid expenses and other current assets1,655 
Property and equipment2,188 
Operating lease right-of-use assets, noncurrent5,888 
Trade names16,349 
Customer relationships21,945 
Goodwill97,032
Other intangibles38,894 
Other long-term assets62 
Deferred tax asset230 
Accounts payable and accrued expenses(5,863)
Deferred revenue(9,491)
Operating lease liabilities, current(7,191)
Other current liabilities(14)
Deferred tax liability(9,237)
Other long-term liabilities(1,511)
Total$160,449 
The fair value of the assets acquired includes accounts receivable of $9.5 million. The gross amount due under contracts is $9.9 million, of which $0.4 million was expected to be uncollectible. The Company did not acquire any other classes of receivables as a result of its acquisitions.
Goodwill recognized associated with these acquisitions during the year ended December 31, 2021 is $97.0 million, of which $42.1 million is expected to be deductible for income tax purposes.
Unaudited Pro Forma Financial Information for All 2021 Acquisitions
The following unaudited pro forma information is not necessarily indicative of the Company’s consolidated results of operations in future periods or the results that actually would have been realized had the Company and the acquired businesses been combined companies during the periods presented. These pro forma results are estimates and exclude any savings or synergies that would have resulted from these business acquisitions had they occurred on January 1, 2020. This unaudited pro forma supplemental information includes incremental intangible asset amortization and other charges as a result of the acquisitions, net of the related tax effects.
The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and its 2021 acquisitions as if each acquisition had occurred on January 1, 2021 (in thousands, except per share amounts):
 
Year ended
 December 31, 2021
 (unaudited)
Revenues$1,482,323 
Net income from continuing operations$416,348 
Income per common share from continuing operations - Basic$9.06 
Income per common share from continuing operations - Diluted$8.69 
SEOmoz Acquisition
On June 4, 2021, the Company acquired all the outstanding issued capital of SEOmoz at a purchase consideration of $67.0 million, net of cash acquired and assumed liabilities. SEOmoz is a provider of search engine optimization (“SEO”) solutions. The Consolidated Statement of Operations since the date of acquisition and balance sheet as of December 31, 2021, reflect the results of operations of SEOmoz. For the year ended December 31, 2021, SEOmoz contributed $25.6 million to the Company’s revenues. Net income from continuing operations contributed by SEOmoz since the acquisition date was not separately identifiable due to the Company’s integration activities and is impracticable to provide.
The following table summarizes the allocation of the purchase consideration for the SEOmoz acquisition (in thousands):
Assets and LiabilitiesValuation
Accounts receivable$3,278 
Prepaid expenses and other current assets1,547 
Property and equipment1,845 
Operating lease right of use asset5,888 
Trade names7,406 
Customer relationships5,000 
Goodwill41,329 
Other intangibles22,777 
Other long-term assets62 
Accounts payables and accrued expenses(2,655)
Other current liabilities(14)
Deferred revenue(6,398)
Operating lease liabilities, current(7,191)
Deferred tax liability(5,327)
Other long-term liabilities(550)
           Total$66,997 
The fair value of the assets acquired includes accounts receivable of $3.3 million. The gross amount due under contracts is $3.6 million, of which $0.3 million was expected to be uncollectible. The Company did not acquire any other classes of receivables as a result of its acquisitions.
Goodwill recognized in connection with this acquisition during the year ended December 31, 2021 is $41.3 million of which zero is expected to be deductible for income tax purposes.
Unaudited Pro Forma Financial Information for SEOmoz Acquisition
The following unaudited pro forma information is not necessarily indicative of the Company’s consolidated results of operations in future periods or the results that actually would have been realized had the Company and the acquired business been combined companies during the periods presented. These pro forma results are estimates and exclude any savings or synergies that would have resulted from this business acquisition had it occurred on January 1, 2021. This unaudited pro forma supplemental information includes incremental intangible asset amortization and other charges as a result of the SEOmoz acquisition, net of the related tax effects.
The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and SEOmoz as if the acquisition had occurred on January 1, 2021 (in thousands, except per share amounts):
 
Year ended
 December 31, 2021
 (unaudited)
Revenues$1,438,099 
Net income from continuing operations
$406,281 
Income per common share from continuing operations - Basic$8.84 
Income per common share from continuing operations - Diluted$8.48 
Deferred Acquisition Payments
As of December 31, 2023, future payments associated with contractual obligations for holdback payments in connection with all business acquisitions are as follows (in thousands):
Fiscal Year:
2024$12,483 
2025212 
$12,695 
v3.24.0.1
Investments
 12 Months Ended
Dec. 31, 2023
Investments, Debt and Equity Securities [Abstract]  
Investments Investments
Investments consist of equity and debt securities.
Investment in equity securities
Following the Separation, the Company retained shares of publicly traded common stock of Consensus. As of December 31, 2023 and December 31, 2022, the Company held approximately 1.0 million and 1.1 million shares, respectively, of the common stock of Consensus. As of December 31, 2023 and December 31, 2022, the carrying value of the investment in Consensus was $27.1 million and $58.4 million, respectively, and is included in ‘Short-term investments’ on the 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 year ended December 31, 2022, the Company completed the non-cash tax-free debt-for-equity exchanges of 2,800,000 shares of its common stock of Consensus for the extinguishment of $112.3 million of principal of the Company’s Term Loan Facilities (as defined in Note 10 — Debt), and related interest. During the years ended December 31, 2023 and December 31, 2022, the Company sold 52,393 shares and 73,919 shares, respectively, of common stock of Consensus in the open market.
Losses on equity securities recorded in ‘Unrealized (loss) gain on short-term investments held at the reporting date, net’ in the Consolidated Statements of Operations consisted of the following (in thousands):
Year ended December 31,
20232022
Net losses during the period
$(28,138)$(53,888)
Less: gain (loss) on securities sold during the period
357 (46,743)
Unrealized loss recognized during the period on short-term investments held at the reporting date
$(28,495)$(7,145)
On July 31, 2023, the Company entered into an agreement to purchase $25.0 million of equity in Xyla, Inc. 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 December 31, 2023, the investment in Xyla has a carrying value of $25.3 million, including transaction costs, and is included in ‘Long-term investments’ in the Consolidated Balance Sheets.
Prior to December 31, 2021, the Company owned certain equity securities without a readily determinable fair value, which it received as part of the consideration for the sale of a subsidiary in 2017. These securities were privately held, not traded on any public exchanges and not an investment in a mutual fund or similar investment. The Company elected to measure this investment at cost, less impairment, adjusted for subsequent observable price changes to estimate fair value. The Company made a “reasonable effort” to identify any observable price changes for identical or similar investments with the issuer that were known and could be reasonably known. Any changes in the carrying value of the equity securities were reported in current earnings as Loss on investment, net. During the year ended December 31, 2021, the Company recorded a $16.7 million impairment loss on investments related to a decline in value due to a sales transaction of an investee. The Company subsequently sold its remaining investments in these securities with proceeds of $14.3 million and a realized loss of approximately $0.3 million. As of December 31, 2021 cumulative impairment losses on these securities were $40.5 million.
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 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 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. As of December 31, 2022, 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. Cumulative gross unrealized gains on investment in corporate debt securities as of December 31, 2023 and 2022 was approximately $0.7 million and $0.6 million, respectively.
There were no investments in an unrealized loss position as of December 31, 2023 or December 31, 2022.
During the years ended December 31, 2023, 2022, and 2021, 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 the OCV Fund. The Company recognizes its equity in the net earnings or losses relating to the investment in OCV on a one-quarter lag due to the timing and availability of financial information from OCV. If the Company becomes aware of a significant decline in value that is other-than-temporary, the loss will be recorded in the period in which the Company identifies the decline.
During the years ended December 31, 2023, 2022, and 2021, the Company recognized (loss) income from equity method investment, net of $(9.3) million, $(7.7) million, and $35.8 million, net of tax expense (benefit), respectively. The gains and losses in the years presented were primarily the result of gains and losses in the underlying investments.
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. As of December 31, 2022, both the carrying value and the maximum exposure of the Company’s equity method investment was approximately $112.3 million. These equity securities are included within ‘Long-term investments’ in the 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 further 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.
v3.24.0.1
Discontinued Operations and Dispositions
 12 Months Ended
Dec. 31, 2023
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations and Dispositions Discontinued Operations and Dispositions
Consensus Spin-Off
As further described in Note 2 — Basis of Presentation and Summary of Significant Accounting Policies, on October 7, 2021, the Separation of the cloud fax business was completed. No gain or loss was recorded on the Separation in the Consolidated Statements of Operations.
On October 7, 2021, Consensus paid Ziff Davis approximately $259.1 million of cash in a distribution that is anticipated to be tax-free provided certain requirements are met, and issued $500.0 million of senior notes due 2028 to Ziff Davis, which Ziff Davis then exchanged such notes with the lenders under the Credit Agreement and Credit Agreement Amendments by and among the subsidiaries of Ziff Davis party thereto as guarantors, Citicorp North America Inc. and MUFG Union Bank, N.A. and MUFG Union Bank, N.A., as administrative agent for the lenders, in exchange for extinguishment of indebtedness outstanding under the Bridge Loan Facility. Refer to Note 10 — Debt for additional details. Such lenders or their affiliates agreed to resell the 2028 notes to qualified institutional buyers in the United States pursuant to Rule 144A. The Company incurred a net loss on extinguishment of debt principal outstanding on the Bridge Loan Facility of approximately $8.8 million, which is recorded within ‘Gain (loss) on debt extinguishment, net’ component of ‘(Loss) income from discontinued operations, net of income taxes’ within the Consolidated Statements of Operations for the year ended December 31, 2021 (see note 10 — Debt). The divestiture of the cloud fax business was determined to qualify for US Federal tax-free treatment under certain sections of the Internal Revenue Code based on various facts and assumptions, as well as certain representations, statements and undertakings of Ziff Davis and Consensus being accurate and/or complete.
The accounting requirements for reporting the Company’s cloud fax business as a discontinued operation were met when the Separation was completed as the Separation constituted a strategic shift that would have a major effect on the Company’s operations and financial results. Accordingly, the consolidated financial statements reflect the results of the cloud fax business as a discontinued operation for the years ended December 31, 2022 and 2021. The Consolidated Balance Sheets and Consolidated Statements of Operations report discontinued operations separate from continuing operations. The Consolidated Statements of Comprehensive Income, Consolidated Statements of Cash Flows, including Note 19 — Supplemental Cash Flow Information, and Consolidated Statements of Stockholders’ Equity combine continuing and discontinued operations.
The key components of cash flows from discontinued operations were as follows (in thousands):
Year ended
December 31, 2021
Capital expenditures$15,252 
Depreciation and amortization$9,010 
Loss on debt extinguishment$8,750 
Deferred taxes$8,015 
In preparation for and executing the Separation, the Company incurred $11.6 million, net of reimbursement from Consensus, in transaction-related costs including legal and accounting fees during the year ended December 31, 2021, which were recorded in ‘General, administrative, and other related costs’ component of ‘(Loss) income from discontinued operations, net of income taxes’ within the Consolidated Statement of Operations. These transaction costs primarily related to professional fees associated with preparation of regulatory filings and transaction execution and separation activities within finance, tax, and legal functions.
In connection with the Separation, Ziff Davis and Consensus entered into several agreements that govern the relationship of the parties following the Separation, which are further discussed in Note 21 — Related Party Transactions. Further, certain of the Company’s management and members of its board of directors resigned from the Company as of the Distribution Date and joined Consensus.
The Company made an accounting policy election not to allocate interest to discontinued operations. Interest expense included in discontinued operations relates to the 6.0% Senior Notes (as defined in Note 10 — Debt) issued by J2 Cloud Services, LLC and the Bridge Loan Facility (as defined in Note 10 — Debt), which was required to be repaid as part of the Separation.
During the year ended December 31, 2022, the Company recorded $1.7 million in income tax expense within ‘(Loss) income from discontinued operations, net of income taxes’ within the Consolidated Statement of Operations related to the finalization of state tax returns related to the Separation.
The key components of income from discontinued operations were as follows (in thousands):
Year ended December 31,
20222021
Revenues$— $270,248 
Direct costs
— (44,306)
Sales and marketing— (40,980)
Research, development and engineering— (5,814)
General, administrative, and other related costs
— (39,279)
Interest expense and other— (13,856)
Income before income taxes— 126,013 
Income tax expense(1,709)(30,694)
(Loss) income from discontinued operations, net of income taxes$(1,709)$95,319 
B2B Back-up and Voice Asset Sales
The Company completed the following dispositions that did not meet the criteria for discontinued operations.
During the year ended December 31, 2021, the Company committed to a plan to sell certain Voice assets in the United Kingdom as they were determined to be non-core assets. Such assets were recorded within the Cybersecurity and Martech reportable segment. On February 9, 2021, in a cash transaction, the Company sold the Voice assets. The total gain recognized on the sale of these Voice assets was $2.8 million, which is presented in ‘Loss on sale of businesses’ on the Consolidated Statement of Operations in the year ended December 31, 2021.
During the year ended December 31, 2021, the Company committed to a plan to sell its B2B Backup business as it was determined to be a non-core business. The B2B Backup business met the held for sale criteria, and accordingly, the assets and liabilities were presented as held for sale on the Consolidated Statement Balance Sheets at March 31, 2021 and June 30, 2021. The business was recorded within the Cybersecurity and Martech reportable segment. During the second quarter of 2021, the Company received an offer to purchase the B2B Backup business and management determined that the fair value of the business less cost to sell was lower than its carrying amount. As a result, the Company recorded an impairment to goodwill of $32.6 million during the year ended December 31, 2021, which is presented in ‘Goodwill impairment on business’ on the Consolidated Statement of Operations. Refer to Note 9 — Goodwill and Intangible Assets. On September 17, 2021, in a cash transaction, the Company sold the B2B Backup business. The total loss recognized on the sale of the B2B Backup business was $24.6 million, which is presented in ‘Loss on sale of businesses’ on the Consolidated Statement of Operations in the year ended December 31, 2021.
v3.24.0.1
Fair Value Measurements
 12 Months Ended
Dec. 31, 2023
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 is an investment in equity securities for which the Company elected the fair value option, and the fair value of the Investment in Consensus and subsequent fair value changes are included in our assets of and results from continuing operations, respectively. At December 31, 2023 and 2022, our investment in Consensus common stock was remeasured at fair value based on Consensus’ closing stock price, with unrealized (losses) gains of $(28.5) million and $(7.1) million, respectively, recorded in the Consolidated Statement of Operations and a balance of $27.1 million and $58.4 million, respectively, in the Consolidated Balance Sheet. The fair value of the investment in Consensus is determined using the quoted market prices, which is a Level 1 input.
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 December 31, 2023 and 2022, 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 December 31, 2023 and approximately one-year as of December 31, 2022.
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 December 31, 2023 and 2022, 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):
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 
December 31, 2022Level 1Level 2Level 3Fair ValueCarrying Value
Assets:
Cash equivalents:
   Money market and other funds$312,010 $— $— $312,010 $312,010 
Short-term investments:
Consensus common stock58,421 — — $58,421 $58,421 
Long-term investments:
Investment in corporate debt securities— — 15,586 15,586 15,586 
Total assets measured at fair value$370,431 $— $15,586 $386,017 $386,017 
Liabilities:
Contingent consideration$— $— $555 $555 $555 
Total liabilities measured at fair value$— $— $555 $555 $555 
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 year ended December 31, 2023 and 2022, 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):
Year ended December 31,
20232022
Contingent Consideration ArrangementsCorporate Debt SecuritiesContingent Consideration ArrangementsCorporate Debt Securities
Balance as of January 1$555 $15,586 $5,775 $— 
Fair value at date of acquisition2,834 — 555 15,000 
Fair value adjustments (1)
(200)113 (2,575)586 
Payments(355)— (3,200)— 
Balance as of December 31
$2,834 $15,699 $555 $15,586 
(1)The fair value adjustments to the contingent consideration arrangements in the table above were recorded within ‘General, administrative, and other related costs’ on the Consolidated Statements of Operations during the year ended December 31, 2023 and 2022. The fair value adjustments to the corporate debt securities in the table above were recorded within ‘Change in fair value on available-for-sale investments, net’ on the Consolidated Statements of Comprehensive Income during the year ended December 31, 2023 and 2022.
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. See Note 2 — Basis of Presentation for further information on intangible assets and right-of-use assets impairment charges recorded in the years ended December 31, 2023, 2022, and 2021. See Note 9 — Goodwill and Intangible Assets for further information on a goodwill impairment charges recorded in the years ended December 31, 2023, 2022, and 2021.
Other Fair Value Disclosures
The fair value of the Company’s 4.625% Senior Notes and 1.75% Convertible Notes (as defined in Note 10 — 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:
Year ended December 31,
20232022
Carrying ValueFair ValueCarrying ValueFair Value
4.625% Senior Notes
$456,796 $405,408 $456,400 $390,908 
1.75% Convertible Notes
$544,516 $519,492 $542,653 $548,411 
v3.24.0.1
Property and Equipment
 12 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
Property and Equipment Property and Equipment
Property and equipment, stated at cost, consists of the following (in thousands):
December 31,
20232022
Computer hardware, software and related equipment$502,564 $424,275 
Furniture and equipment2,836 881 
Leasehold improvements9,784 8,614 
515,184 433,770 
Less: Accumulated depreciation and amortization(327,015)(255,586)
 Total property and equipment, net$188,169 $178,184 
Depreciation expense was $92.1 million, $76.7 million, and $63.6 million for the years ended December 31, 2023, 2022, and 2021, respectively.
Total disposals of property and equipment, net was $0.0 million, $0.2 million, and $11.0 million for the years ended December 31, 2023, 2022, and 2021, respectively.
v3.24.0.1
Goodwill and Intangible Assets
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Goodwill and Intangible Assets
Goodwill
The changes in carrying amounts of goodwill for the years ended December 31, 2023 and 2022 are as follows (in thousands):
Digital MediaCybersecurity and MartechConsolidated
Balance as of January 1, 2022
$996,659 $534,796 $1,531,455 
Goodwill acquired (Note 4)95,737 — 95,737 
Goodwill impairment(27,369)— (27,369)
Purchase accounting adjustments (1)
4,475 (137)4,338 
Foreign exchange translation(3,513)(9,174)(12,687)
Balance as of December 31, 2022
$1,065,989 $525,485 $1,591,474 
Goodwill acquired (Note 4)6,451 — 6,451 
Goodwill impairment(56,850)— (56,850)
Purchase accounting adjustments (1)
(72)— (72)
Foreign exchange translation1,362 3,700 5,062 
Balance as of December 31, 2023
$1,016,880 $529,185 $1,546,065 
(1)Purchase accounting adjustments relate to measurement period adjustments to goodwill in connection with prior business acquisitions (see Note 4 — Business Acquisitions).
During the years ended December 31, 2023 and 2022, the Company reassessed the fair value of certain reporting units within the Digital Media reportable segment as a result of a forecasted reduction in revenue and profitability in those reporting units, as well as an increase in interest rates and market volatility that would affect the Company’s assumptions on its discount rate. Based on the quantitative fair value test in each period, the carrying value of the reporting unit that was tested exceeded its fair value, and the Company recorded an impairment of approximately $56.9 million during the year ended December 31, 2023, and approximately $27.4 million during the year ended December 31, 2022. Following the impairment during the year ended December 31, 2023, there was no excess of fair value over the carrying value at the reporting unit, so any further decrease in estimated fair value that exceeds the carrying value, would result in an additional impairment charge to goodwill. As of December 31, 2023, this reporting unit had goodwill of approximately $79.2 million. 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.
In each period, the fair value of the reporting unit was determined using an equal weighting of an income approach that was based on the discounted estimated future cash flows of the reporting unit and a market approach that uses the guideline public company approach. We believe the combination of these approaches provides an appropriate valuation because it incorporates the expected cash generation of the reporting unit in addition to how a third-party market participant would value the reporting unit. As the business is assumed to continue in perpetuity, the discounted future cash flows include a terminal value. Determining fair value using a discounted estimated future cash flow analysis requires the exercise of significant judgment with respect to several items, including the amount and timing of expected future cash flows and appropriate discount rates. The expected cash flows used in the discounted cash flow analyses were based on the most recent forecast for the reporting unit. For years beyond the forecast period, the estimates were based, in part, on forecasted growth rates. The discount rate the Company used represents the estimated weighted average cost of capital, which reflects the overall level of inherent risk involved in its reporting unit operations and the rate of return a market participant would expect to earn. Determining fair value using a market approach considers multiples of financial metrics based on trading multiples of a selected peer group of companies. From the comparable companies, a representative market multiple is determined, which is applied to financial metrics to estimate the fair value of the reporting unit.
During the year ended December 31, 2022, the Company realigned two reporting units within the Digital Media reportable segment. The Company re-allocated goodwill between the two identified reporting units based upon the relative fair value of the respective reporting units. Immediately before and immediately following this change in reporting units, the Company performed a quantitative fair value assessment using the income approach and market approach noted above, and each of these reporting units exceeded their respective carrying values and, therefore, there was no impairment to goodwill.
During the year ended December 31, 2021, the Company recorded an impairment of approximately $32.6 million related to the Company’s B2B Backup business (included in the Cybersecurity and Martech reportable segment). In 2021, the Company received an offer to purchase the B2B Backup business and management determined that the fair value of that business less cost to sell was lower than its carrying amount. The fair value of the business was determined based upon the offer price. The fair value of the remaining reporting unit was determined using an equal weighting of an income approach and a market approach, and was in excess of the remaining carrying value of the reporting unit.
Goodwill as of December 31, 2023 and 2022 reflects accumulated impairment losses of $84.2 million and $27.4 million, respectively, in the Digital Media reportable segment.
Intangible Assets Subject to Amortization
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 
As of December 31, 2022, intangible assets subject to amortization relate primarily to the following (in thousands):
Historical
Cost		Accumulated
Amortization		Net
Trade names and trademarks(1)
$360,170 $169,150 $191,020 
Customer relationships
687,798 479,741 208,057 
Other purchased intangibles(1)
383,417 319,679 63,738 
Total$1,431,385 $968,570 $462,815 
(1)The Company reclassified its trademarks as of December 31, 2022 from ‘other purchased intangibles’ to ‘trade names and trademarks’ to conform to current period presentation. The trademarks totaled $54.8 million of carrying value as of December 31, 2022 ($98.5 million of historical cost and $43.7 million of accumulated amortization).
Expected amortization expenses for intangible assets subject to amortization at December 31, 2023 are as follows (in thousands):
Fiscal Year:
2024$90,774 
202571,314 
202656,952 
202742,989 
202821,421 
Thereafter41,956 
Total expected amortization expense$325,406 
Amortization expense, included in ‘General, administrative, and other related costs’ on our Consolidated Statements of Operations was approximately $144.9 million, $156.7 million, and $185.7 million for the years ended December 31, 2023, 2022 and 2021, respectively.
v3.24.0.1
Debt
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Debt Debt
Long-term debt consists of the following (in thousands):
December 31,
20232022
4.625% Senior Notes
$460,038 $460,038 
1.75% Convertible Notes
550,000 550,000 
Total Notes1,010,038 1,010,038 
Credit Agreement— — 
Less: Unamortized discount(2,463)(2,764)
Deferred issuance costs(6,263)(8,221)
Total long-term debt1,001,312 999,053 
At December 31, 2023, future principal and interest payments for debt are as follows (in thousands):
PrincipalInterest
2024$— $30,902 
2025— 30,902 
2026550,000 30,902 
2027— 21,276 
2028— 21,276 
Thereafter460,038 42,554 
Total
$1,010,038 $177,812 
Interest expense was $41.6 million, $37.1 million, and $79.6 million for the years ended December 31, 2023, 2022, and 2021, respectively.
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. Before October 15, 2023, and following certain equity offerings, the Company also may redeem up to 40% of the 4.625% Senior Notes at a price equal to 104.625% of the principal amount, plus accrued and unpaid interest, if any, up to, but excluding the redemption date. The Company may make such redemption only if, after such redemption, at least 50% of the aggregate principal amount of the 4.625% Senior Notes remains outstanding. In addition, at any time prior to 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 December 31, 2023.
On October 8, 2021, Ziff Davis announced that it had accepted tender offers to purchase $83.3 million in aggregate principal of its 4.625% Senior Notes for an aggregate purchase price of $90.0 million. The tender offer expired on October 22, 2021. As such, the Company recognized a loss of approximately $7.4 million associated with the tender of the 4.625% Senior Notes during the year ended December 31, 2021, which is presented in ‘Gain (loss) on debt extinguishment, net’ on the Consolidated Statements of Operations.
Repurchases of 4.625% Senior Notes on the open market (excluding those from a tender offer) were as follows (in thousands):
Year ended December 31,
20222021
Principal repurchased$181,238 $25,391 
Aggregate purchase price$167,661 $26,035 
(Gain) loss on repurchase (1)
$(12,060)$644 
(1)Presented within ‘Gain (loss) on debt extinguishment, net’ on the Consolidated Statements of Operations.
Cumulatively as of December 31, 2023, the Company repurchased approximately $290.0 million in aggregate principal of its 4.625% Senior Notes.
The following table provides additional information on the 4.625% Senior Notes (in thousands):
December 31,
20232022
Principal amount of 4.625% Senior Notes
$460,038 $460,038 
Less: Unamortized discount (2,463)(2,764)
Less: Debt issuance costs(779)(874)
Net carrying amount of 4.625% Senior Notes
$456,796 $456,400 
The following table provides the components of interest expense related to 4.625% Senior Notes (in thousands):
Year ended December 31,
202320222021
Coupon interest expense$21,159 $24,500 $33,899 
Non-cash amortization of discount on 4.625% Senior Notes
301 333 529 
Amortization of debt issuance costs95 109 66 
Total interest expense related to 4.625% Senior Notes
$21,555 $24,942 $34,494 

3.25% Convertible Notes
On June 10, 2014, the Company issued $402.5 million aggregate principal amount of 3.25% convertible senior notes due June 15, 2029 (the “3.25% Convertible Notes”). The 3.25% Convertible Notes bear interest at a rate of 3.25% per annum, payable semiannually in arrears on June 15 and December 15 of each year. Beginning with the six-month interest period commencing on June 15, 2021, the Company had to pay contingent interest on the 3.25% Convertible Notes during any six-month interest period if the trading price per $1,000 principal amount of the 3.25% Convertible Notes for each of the five trading days immediately preceding the first day of such interest period equaled or exceeded $1,300. Any contingent interest payable on the 3.25% Convertible Notes would have been in addition to the regular interest payable on the 3.25% Convertible Notes.
In connection with the Separation, the Company redeemed in full all of its outstanding 3.25% Convertible Notes. During the year ended December 31, 2021, the Company satisfied its conversion obligation by paying the principal of $402.4 million in cash and issued 3,050,850 shares of the Company’s common stock. Refer to Note 14 — Stockholders’ Equity for additional details. The redemption of the liability component of the 3.25% Convertible Notes, resulted in a gain of approximately $2.8 million during the year ended December 31, 2021 within ‘Gain (loss) on debt extinguishment, net’ on our Consolidated Statement of Operations. The reacquisition of the equity component of the 3.25% Convertible Notes resulted in a reduction of stockholders’ equity of approximately $390.5 million, net of tax.
The following table provides the components of interest expense related to the 3.25% Convertible Notes (in thousands):
Year ended
December 31, 2021
Coupon interest expense$5,994 
Non-cash amortization of discount on 3.25% Convertible Notes
4,645 
Amortization of debt issuance costs855 
Total interest expense related to 3.25% Convertible Notes
$11,494 
No changes in fair value associated with the contingent interest feature of the 3.25% Convertible Notes in interest expense were recorded for the years ended December 31, 2021.
1.75% Convertible Notes
On November 15, 2019, the Company issued $550.0 million aggregate principal amount of 1.75% convertible senior notes due November 1, 2026 (the “1.75% Convertible Notes”). The Company received proceeds of $537.1 million in cash, net of purchasers’ discounts and commissions and other debt issuance costs. A portion of the net proceeds were used to pay off all amounts outstanding under the then-existing Credit Facility. The 1.75% Convertible Notes bear interest at a rate of 1.75% per annum, payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2020. The 1.75% Convertible Notes will mature on November 1, 2026, unless earlier converted or repurchased.
Under certain conditions set forth in the indenture, the 1.75% Convertible Notes bear additional interest of 0.50% per annum payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2021. During the year ended December 31, 2023, the Company recorded $7.7 million of interest expense related to the 1.75% Convertible Notes for such additional interest. The Company paid $7.0 million of this interest obligation to the trustee under the indenture for the 1.75% Convertible Notes in August 2023 and the remaining $0.7 million in November 2023. As of August 1, 2023, the Company has complied with the conditions set forth in the indenture. As such, the cumulative $7.7 million interest expense was non-recurring.
Holders may surrender their 1.75% Convertible Notes for conversion at any time prior to the close of business on the business day immediately preceding July 1, 2026 only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on March 31, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding the calendar quarter is greater than 130% of the applicable conversion price of the 1.75% Convertible Notes on each such applicable trading day; (ii) during the five business day period following any 10 consecutive trading day period in which the trading price per $1,000 principal amount of 1.75% Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on each such trading day; or (iii) upon the occurrence of specified corporate events. On or after July 1, 2026, and prior to the close of business on the business day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances. The Company will settle conversions of the 1.75% Convertible Notes by paying or delivering, as the case may be, cash, shares of the Company’s common stock or a combination thereof at the Company’s election. The Company currently intends to satisfy its conversion obligation by paying and delivering a combination of cash and shares of the Company’s common stock. Holders of the notes will have the right to require the Company to repurchase for cash all or any portion of their notes upon the occurrence of certain corporate events, subject to certain conditions. As of December 31, 2023 and December 31, 2022, 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 Consolidated Balance Sheets.
Prior to the Separation, the conversion rate on the 1.75% Convertible Notes was 7.9864 shares of the Company’s common stock for each $1,000 principal amount of 1.75% Convertible Notes, which represents a conversion price of approximately $125.21 per share of the Company’s common stock. The Separation constituted an event under the 1.75% Convertible Notes that required an adjustment and the conversion rate increased to 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 additional information related to the 1.75% Convertible Notes (in thousands):
December 31,
20232022
Principal amount of 1.75% Convertible Notes
$550,000 $550,000 
Less: Carrying amount of debt issuance costs(5,484)(7,347)
Net carrying amount of 1.75% Convertible Notes
$544,516 $542,653 
The following table provides the components of interest expense related to the 1.75% Convertible Notes (in thousands):
Year ended December 31,
2023 (1)
2022 (1)
2021
Coupon interest expense$17,369 $9,776 $9,625 
Non-cash amortization of discount on 1.75% Convertible Notes
— — 15,338 
Amortization of debt issuance costs1,863 1,858 1,173 
Total interest expense related to 1.75% Convertible Notes
$19,232 $11,634 $26,136 
(1)On January 1, 2022 the Company adopted ASU 2020-06 using the modified retrospective method. At the time of adoption, the Company de-recognized the remaining unamortized debt discount. No amortization of debt discount was recorded during the years ended December 31, 2023 and December 31, 2022, respectively.
Accounting for the 1.75% Convertible Notes
On January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective method. As a result of this adoption, the Company de-recognized the remaining unamortized debt discount of $87.3 million on the 1.75% Convertible Notes and, therefore, no longer recognizes any amortization of debt discounts as interest expense.
In connection with the issuance of the 1.75% Convertible Notes, the Company incurred $12.9 million of deferred issuance costs, which primarily consisted of the underwriters’ discount, legal and other professional service fees. Of the total deferred issuance costs incurred, $10.1 million 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 were netted with the equity component in additional paid-in capital at the issuance date. Upon adoption of ASU 2020-06, 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 (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 December 31, 2023, 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 December 31, 2023.
On June 2, 2021, June 21, 2021, August 20, 2021 and September 16, 2021, the Company entered into First, Second, Third, and Fourth Amendments (together the “Amendments”) to the Credit Agreement, respectively. The Amendments (i) provided for the issuance of a senior secured term loan under the Credit Agreement, in an aggregate principal amount of $485.0 million (the “Bridge Loan Facility”), (ii) permitted the spin-off of the Company’s cloud fax business into a new publicly traded company, and (iii) provided for certain other changes to the Credit Agreement.
The Bridge Loan Facility bore interest at a rate per annum equal to (i) initially upon funding of the loan, either a base rate plus 2.00%, or a LIBOR rate plus 3.00%, (ii) from six months after the funding date of the Bridge Loan Facility until twelve months after the funding date of the Bridge Loan Facility, either a base rate plus 2.50%, or a LIBOR rate plus 3.50%, and (iii) from twelve months after the funding date of the Bridge Loan Facility until repayment of the Bridge Loan Facility, either a base rate plus 3.00% or a LIBOR rate plus 4.00%. The Bridge Loan Facility was to mature on the date that was 364 days after the funding date of the Bridge Loan Facility, with two automatic extensions, each for an additional three months, if SEC approval of the spin-off transaction was still outstanding. The Company was required to pay a funding fee of 0.50% of the aggregate principal amount of Bridge Loan Facility made on the funding date thereof, as well as a duration fee of 0.25% of the aggregate principal amount of outstanding Bridge Loans on the sixth month anniversary of the funding of the Bridge Loans, and a fee of 0.50% of the aggregate principal amount of outstanding Bridge Loans on each of the nine-month, twelve-month and fifteen-month anniversaries of the funding of the Bridge Loans. The Company incurred approximately $6.3 million ($5.2 million in the third quarter of 2021 and $1.1 million in the fourth quarter of 2021) in costs and interest associated with the Bridge Loan Facility recorded within ‘Interest and other expense’ component of ‘Income (loss) from discontinued operations, net of income taxes’ within the Consolidated Statements of Operations for the year ended December 31, 2021.
In connection with the spin-off of Consensus, the Company drew the full amount of the Bridge Loan Facility and used the proceeds of the Bridge Loan Facility to redeem the 3.25% Convertible Notes and a portion of the 4.625% Senior Notes. On October 7, 2021, Consensus issued $500.0 million of senior notes due 2028 to Ziff Davis, which Ziff Davis then exchanged such notes with the lenders under the Credit Agreement and Credit Agreement Amendments by and among the subsidiaries of Ziff Davis party thereto as guarantors, Citicorp North America Inc. and MUFG Union Bank, N.A. and MUFG Union Bank, N.A., as administrative agent for the lenders, in exchange for the extinguishment of the indebtedness outstanding under the Bridge Loan Facility. Such lenders or their affiliates agreed to resell the 2028 notes to qualified institutional buyers in the United States pursuant to Rule 144A. The Company incurred a net loss on extinguishment of approximately $8.8 million recorded within ‘Gain (loss) on debt extinguishment, net’ component of ‘Income (loss) from discontinued operations, net of income taxes’ within the Consolidated Statements of Operations for the year ended December 31, 2021.
On June 10, 2022 (the “Term Loan Funding Date”), the Company entered into a Fifth Amendment to its Credit Agreement with MUFG Union Bank, N.A, as administrative agent and collateral agent and the lenders party thereto to effectuate the debt-for-equity exchange. The Fifth Amendment to the Credit Agreement provided for the Term Loan Facility in an aggregate principal amount of $90.0 million and certain other changes to the Credit Agreement. The Term Loan Facility had a maturity date that was 60 days after the Term Loan Funding Date. The Term Loan Facility bore interest at 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 LIBOR plus 1%, provided that the base rate for any term loan made under the Credit Agreement shall be greater of clause (x) and (y) above in each case. During June 2022, the Company borrowed approximately $90.0 million under the Term Loan Facility and completed the non-cash debt-for-equity exchange of 2,300,000 shares of its common stock of Consensus to settle its obligation of $90.0 million outstanding aggregate principal amount of the Term Loan Facility plus an immaterial amount of interest.
On September 15, 2022 (the “Term Loan Two Funding Date”), the Company entered into a Sixth Amendment to its Credit Agreement with MUFG Union Bank, N.A, as administrative agent and collateral agent and the lenders party thereto to effectuate the debt-for-equity exchange. The Sixth Amendment to the Credit Agreement provided for the Term Loan Two Facility in an aggregate principal amount of approximately $22.3 million and certain other changes to the Credit Agreement. The Term Loan Two Facility had a maturity date that was 60 days after the Term Loan Two Funding Date. The Term Loan Two Facility bore interest at 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 LIBOR plus 1%, provided that the base rate for any term loan made under the Credit Agreement shall be greater of clause (x) and (y) above in each case. During September 2022, the Company borrowed approximately $22.3 million under the Term Loan Two Facility and completed the non-cash debt-for-equity exchange of 500,000 shares of its common stock of Consensus to settle its obligation of $22.3 million outstanding aggregate principal amount of the Term Loan Two Facility plus an immaterial amount of interest.
As of December 31, 2022, the Company recorded a loss on extinguishment of debt of approximately $0.6 million, related to the debt-for-equity exchanges, which is presented within ‘Gain (loss) on debt extinguishment, net’ on our Consolidated Statements of Operations.
v3.24.0.1
Leases
 12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
Leases Leases
The Company leases certain facilities and equipment under non-cancelable operating leases which expire at various dates through 2031. Office and equipment leases are typically for terms of three to five years and generally provide renewal options for terms up to an additional five years. Some of the Company’s leases include options to terminate within one year.
During the year ended December 31, 2023, 2022, and 2021, the Company recorded impairments of $2.2 million, $1.0 million, and $12.7 million, respectively on its operating lease right of use assets within Digital Media and Cybersecurity and Martech primarily related to exiting certain lease space as the Company regularly evaluates its office space requirements in light of more of its workforce working from home as part of a “remote” or “partial remote” work model. The impairments were determined by comparing the fair value of the impacted right-of-use asset to the carrying value of the asset as of the impairment measurement date, as required under ASC 360, Property, Plant, and Equipment. The fair value of the right-of-use asset was based on the estimated sublease income for the affected facilities taking into consideration the time it will take to obtain a sublease tenant, the applicable discount rate and the sublease rate which represent Level 3 unobservable inputs. The impairments are presented in ‘General, administrative, and other related costs’ on the Consolidated Statements of Operations.
In certain agreements in which the Company leases office space where the Company is the tenant, it subleases the site to various other companies through a sublease agreement.
Operating right-of-use assets are included in ‘Other assets’ on the Consolidated Balance Sheets. Operating lease liabilities are included in ‘Other current liabilities’ and ‘Other noncurrent liabilities’, respectively, on the Consolidated Balance Sheets as follows (in thousands):
December 31,
20232022
Operating lease right-of-use assets$24,564 $40,640 
Operating lease liabilities, current$15,801 $22,153 
Operating lease liabilities, noncurrent16,626 33,996 
Total operating lease liabilities$32,427 $56,149 
The components of lease expense are as follows (in thousands):
December 31,
20232022
Operating lease cost$15,065 $17,656 
Short-term lease cost (1)
1,070 1,127 
Total lease cost$16,135 $18,783 
(1)The Company made an election to account for a short-term lease payments on a straight-line basis over the term of the lease.

Other supplemental operating lease information consists of the following:
December 31,
20232022
Operating leases:
Weighted average remaining lease term3.0 years3.3 years
Weighted average discount rate3.27 %3.08 %
As of December 31, 2023, maturities of operating lease liabilities were as follows (in thousands):
2024$16,950 
20257,395 
20264,598 
20272,483 
2028
837 
Thereafter1,839 
Total lease payments$34,102 
Less: Imputed interest1,675 
Present value of operating lease liabilities$32,427 
Sublease
Total sublease income for the years ended December 31, 2023, 2022, and 2021 was $6.0 million, $6.8 million, and $2.0 million, respectively. Total estimated aggregate sublease income to be received in the future is $7.2 million.
v3.24.0.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
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 has filed a notice of appeal and the matter is pending on appeal.
On September 24, 2020, International Union of Operating Engineers of Eastern Pennsylvania and Delaware filed a lawsuit in the Delaware Court of Chancery (C.A. No. 2020-0819-VCL) asserting derivative claims for breach of fiduciary duty and related theories against directors of the Company and other third parties relating generally to the investment by the Company in OCV Fund I, L.P. (the “Chancery Court Derivative Action”). On November 17, 2020, the court entered an order allowing Orlando Police Pension Fund to intervene as a plaintiff in the case. The parties reached an agreement to settle the lawsuit, which required court approval. On July 29, 2021, the parties filed a stipulation of settlement that provided the terms of the settlement and began the settlement approval process with the court. On January 20, 2022, the Court approved the settlement. Among other terms of the settlement, no further management fees will be charged and no further capital calls will be made in connection with the Company’s investment in OCV Fund I, L.P.
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 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 and $25.5 million as of December 31, 2023 and 2022, respectively, which are included within ‘Accounts payable’ and ‘Other long-term liabilities’ on the Consolidated Balance Sheet. It is reasonably possible that additional liabilities could be incurred resulting in additional expense, which could have a material impact to our financial results.
v3.24.0.1
Income Taxes
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The continuing operations income tax (expense) benefit consisted of the following (in thousands):
 Year ended December 31,
 20232022 2021
Current:
Federal$(29,040)$(42,698)$8,435 
State(8,179)(12,184)248 
Foreign(16,940)(16,066)(15,931)
Total current(54,159)(70,948)(7,248)
 
Deferred:   
Federal20,817 12,667 17,132 
State7,177 (1,577)5,044 
Foreign2,023 1,901 (729)
Total deferred30,017 12,991 21,447 
Income tax (expense) benefit from continuing operations$(24,142)$(57,957)$14,199 
A reconciliation of the statutory federal income tax rate with the Company’s continuing operations effective income tax rate is as follows:
 Year ended December 31,
 202320222021
Statutory tax rate21.0 %21.0 %21.0 %
State income taxes, net6.5 5.0 (1.3)
Foreign rate differential3.1 1.0 (0.3)
Foreign income inclusion6.0 5.4 0.7 
Foreign tax credit(4.7)(5.1)(0.8)
Reserve for uncertain tax positions(5.9)(3.2)(2.4)
Valuation allowance— — (1.7)
Impact on deferred taxes of enacted tax law and rate changes0.6 1.4 (0.5)
Tax credits and incentives(8.4)(5.0)(1.5)
Impairment of goodwill
16.0 — — 
Mark-to market on investment in Consensus— 22.1 (18.0)
Return to provision adjustments
(5.1)1.1 0.5 
Executive compensation2.4 1.5 0.7 
Other0.7 (1.0)(0.4)
Effective tax rates32.2 %44.2 %(4.0)%
The effective tax rate for continuing operations for the year ended December 31, 2023 differs from the federal statutory rate primarily due to the expense recognized for book purposes on the goodwill impairment related to one of the Company’s reporting units that resulted in no corresponding tax benefit and had a detrimental impact to the effective tax rate. The detrimental impact to our effective tax rate was partially offset by a tax benefit recognized as a result of a decrease in the reserve for uncertain tax positions that was primarily due to the lapse of the statute of limitations.
The effective tax rate for continuing operations for the year ended December 31, 2022 differs from the federal statutory rate primarily due to a book-tax difference related to the loss recognized for accounting purposes related to the Company’s shares held in Consensus stock. The Company recognized a deferred tax liability resulting in tax expense of $13.4 million on the outside basis difference between the book basis exceeding the tax basis of the Investment in Consensus on October 7, 2022 due to future disposals of the shares being subject to tax based on guidance and requirements set out by the Internal Revenue Service.
Additional reasons the effective tax rate differs from the federal statutory tax rate is due to income earned in the United States also being subject to income taxes in various state jurisdictions with statutory tax rates that can range from 2.5 percent to 11.5 percent. This increase in the effective income tax rate is offset by a decrease in the net reserve for uncertain tax positions during 2022 and a tax benefit claimed in the United States related to a deduction for foreign-derived intangible income. The decrease in the reserve for uncertain tax positions is primarily due to the lapse of the statute of limitations for U.S. tax reserves.
The effective tax rate for continuing operations for 2021 differs from the federal statutory rate primarily due to a book-tax difference related to the $298.5 million of book income recognized related to the Company’s shares held in Consensus stock. The income was not subject to tax since the Company had the ability to dispose of the investment in a tax-free manner based on guidance and requirements set out by the Internal Revenue Service. Additionally, the Company recorded a decrease in the net reserve for uncertain tax positions during 2021 and a reduction in the valuation allowance on deferred tax assets related to realized and unrealized capital losses. The decrease in the reserve for uncertain tax positions is primarily due to the lapse of the statute of limitations for U.S. tax reserves. The reduction in the valuation allowance is primarily due to an increase in unrealized capital gains on investments held by the Company which can provide a source of capital gain income in future years to realize the benefit of the capital losses.
The Organization for Economic Co-operation and Development (“OECD”) established a Pillar Two Framework that was supported by over 130 countries worldwide. On December 15, 2022, the European Union (“EU”) Member States adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15% with effective dates of January 1, 2024 and January 1, 2025, for different aspects of the directive. A significant number of other countries are also implementing similar legislation. The Company is continuing to evaluate the impact on future periods of the Pillar Two Framework and pending legislative adoption by additional individual countries in which we operate. Although we are unable to
predict when and how the Pillar Two Framework will be enacted into law, based on the countries in which we operate, the Company does not believe that the adoption of the Pillar Two Framework will have a material effect on our liability for corporate taxes and our consolidated effective tax rate.
Deferred tax assets and liabilities result from differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Temporary differences and carryforwards which give rise to deferred tax assets and liabilities from continuing operations are as follows (in thousands):
 Years Ended December 31,
 2023 2022
Deferred tax assets:
Net operating loss and other carryforwards$15,762 $19,513 
Tax credit carryforwards4,743 4,222 
Accrued expenses14,629 10,702 
Allowance for bad debt2,003 1,445 
Share-based compensation expense6,097 3,885 
Operating lease liabilities6,320 16,756 
Basis difference in fixed assets22,191 14,642 
Deferred revenue2,420 2,994 
State taxes1,974 4,447 
Other2,468 3,920 
 78,607 82,526 
Less: valuation allowance(1,720)(1,699)
Total deferred tax assets$76,887 $80,827 
  
Deferred tax liabilities: 
Operating lease right-of-use assets(4,618)(14,008)
Basis difference in intangible assets(86,712)(101,797)
Unrealized gains on investments(13,512)(24,123)
Prepaid insurance(2,835)(2,744)
Other(5,982)(8,639)
Total deferred tax liabilities(113,659)(151,311)
Net deferred tax liabilities$(36,772)$(70,484)
The Company had approximately $76.9 million and $80.8 million in deferred tax assets, net of valuation allowances as of December 31, 2023 and 2022, respectively, related primarily to net operating loss, operating lease liabilities, interest expense and capital loss carryforwards, tax credit carryforwards, capitalized research and development expenses, and accrued expenses being treated differently between its financial statements and its tax returns. Based on the weight of available evidence, the Company assesses whether it is more likely than not that some portion or all of a deferred tax asset will not be realized. If necessary, the Company records a valuation allowance sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. The deferred tax assets should be realized through future operating results and the reversal of temporary differences.
The Company had a valuation allowance on deferred tax assets from continuing operations of $1.7 million and $1.7 million as of December 31, 2023 and 2022, respectively.
The rollforward of the valuation allowance on the deferred tax assets from continuing operations is as follows (in thousands):
Year ended December 31,
202320222021
Beginning balance$1,699 $1,812 $8,262 
Charges to costs and expenses
21 — 178 
Write-offs and recoveries— (113)(6,628)
Ending balance$1,720 $1,699 $1,812 
As of December 31, 2023, the Company had federal net operating loss carryforwards (“NOLs”) of $9.1 million, after considering substantial restrictions on the utilization of these NOLs due to “ownership changes”, as defined in the Internal Revenue Code of 1986, as amended. The Company estimates that all of the above-mentioned federal NOLs will be available for use before their expiration. Approximately $7.5 million of the NOLs expire through 2037 depending on the year the loss was incurred and $1.6 million of the NOLs carry forward indefinitely.
As of December 31, 2023, the Company’s deferred tax assets include interest expense limitation carryovers of $1.9 million, which last indefinitely. The Company also has federal capital loss limitation carryforwards as of December 31, 2023 of $21.8 million that begin to expire in 2026. In addition, as of December 31, 2023, the Company had available state research and development tax credit carryforwards of $5.4 million, which last indefinitely. The Company had no foreign tax credit carryforwards as of December 31, 2023.
The Company has not provided for deferred taxes on approximately $272.4 million of undistributed earnings from foreign subsidiaries as of December 31, 2023 or with respect to items such as foreign withholding taxes, state income tax or foreign exchange gain or loss that would be due when cash is actually repatriated to the U.S. because those foreign earnings are considered permanently reinvested in the business or may be remitted substantially free of any additional taxes. In addition, because of the various avenues in which to repatriate the earnings, it is not practicable to determine the amount of the unrecognized deferred tax liability related to the undistributed earnings if eventually remitted.
Certain taxes are prepaid during the year and, where appropriate, included within ‘Prepaid expenses and other current assets’ on the Consolidated Balance Sheet. The Company’s prepaid taxes were $4.7 million and $3.2 million at December 31, 2023 and 2022, respectively.
Income from continuing operations before income taxes included income from domestic operations of $25.8 million, $71.8 million, and $279.7 million for the years ended December 31, 2023, 2022, and 2021, respectively, and income from foreign operations of $49.2 million, $59.4 million, and $71.7 million for the years ended December 31, 2023, 2022, and 2021, respectively.
Uncertain Income Tax Positions
Tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company classifies gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as non-current liabilities in the Consolidated Balance Sheets.
As of December 31, 2023, the total amount of unrecognized tax benefits for continuing operations was $29.2 million, of which $27.4 million, if recognized, would affect the Company’s effective tax rate. As of December 31, 2022, the total amount of unrecognized tax benefits for continuing operations was $34.2 million, of which $32.7 million, if recognized, would affect the Company’s effective tax rate. As of December 31, 2021, the total amount of unrecognized tax benefits for continuing operations was $39.5 million, of which $35.6 million, if recognized, would affect the Company’s effective tax rate.
The aggregate changes in the balance of unrecognized tax benefits, which excludes interest and penalties, for 2023, 2022, and 2021, is as follows (in thousands):
Year ended December 31,
202320222021
Beginning balance $34,208 $39,527 $46,032 
Increases related to tax positions during a prior year218 — 3,448 
Decreases related to tax positions taken during a prior year(1,023)(2,816)(5,511)
Increases related to tax positions taken in the current year744 819 4,675 
Decreases related to expiration of statute of limitations(4,989)(3,322)(9,117)
Ending balance$29,158 $34,208 $39,527 
The Company includes interest and penalties related to unrecognized tax benefits within ‘Income tax expense’ on the Consolidated Statements of Operations. As of December 31, 2023, 2022, and 2021, the total amount of interest and penalties accrued was $7.1 million, $6.3 million, and $5.7 million, respectively, which is classified as a liability for uncertain tax positions on the Consolidated Balance Sheets. In connection with the liability for unrecognized tax benefits, the Company recognized interest and penalty expense (benefit) in 2023, 2022, and 2021 of $0.7 million, $0.7 million, and $(1.5) million, respectively.
Uncertain income tax positions are reasonably possible to significantly change during the next 12 months as a result of completion of income tax audits and expiration of statutes of limitations. At this point it is not possible to provide an estimate of the amount, if any, of significant changes in reserves for uncertain income tax positions as a result of the completion of income tax audits that are reasonably possible to occur in the next 12 months. In addition, the Company cannot currently estimate the amount of, if any, uncertain income tax positions which will be released in the next 12 months as a result of expiration of statutes of limitations due to ongoing audits. As a result of ongoing federal, state and foreign income tax audits (discussed below), it is reasonably possible that the Company’s entire reserve for uncertain income tax positions for the periods under audit will be released. It is also reasonably possible that the Company’s reserves will be inadequate to cover the entire amount of any such income tax liability.
We conduct business on a global basis and as a result, one or more of our subsidiaries files income tax returns in the U.S. federal and in multiple state, local, and foreign tax jurisdictions. Our U.S. federal income tax returns for years 2012 through 2016 are under various stages of audit by the IRS. We are also under audit for various U.S. state and local tax purposes. With limited exception, our significant foreign tax jurisdictions are no longer subject to an income tax audit by the various tax authorities for tax years prior to 2020.
It is reasonably possible that these audits may conclude in the next twelve months and that the uncertain tax positions the Company has recorded in relation to these tax years may change compared to the liabilities recorded for these periods. If the recorded uncertain tax positions were inadequate to cover the associated tax liabilities, the Company would be required to record additional tax expense in the relevant period, which could be material. If the recorded uncertain tax positions were adequate to cover the associated tax liabilities, the Company would be required to record any excess as reduction in tax expense in the relevant period, which could be material. However, it is not currently possible to estimate the amount, if any, of such change.
v3.24.0.1
Stockholders' Equity
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
In connection with the Separation, the Company called its 3.25% Convertible Notes for redemption and during the year ended December 31, 2021, the Company issued 3,050,850 shares of the Company’s common stock in connection with that redemption (see Note 10 — Debt).
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 years ended December 31, 2023, 2022, and 2021, the Company repurchased 1,585,846, 736,536, and 445,711 shares, respectively, under the 2020 Program, at an aggregate cost of $104.9 million, $71.3 million, and $47.7 million, respectively (including excise tax). Cumulatively as of December 31, 2023, 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 December 31, 2023 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.
During the years ended December 31, 2023, 2022 and 2021, the Company purchased and retired 69,622, 72,886, and 251,946 shares at an aggregate cost of approximately $4.6 million, $7.0 million, and $30.6 million, respectively, from plan participants for this purpose.
v3.24.0.1
Share-Based Compensation
 12 Months Ended
Dec. 31, 2023
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 December 31, 2023, 435,135 shares underlying options and 777,197 shares of restricted stock units were outstanding under the 2015 Plan. As of December 31, 2023, there were 1,072,913 additional shares underlying options, shares of restricted stock and other share-based awards available for grant under the 2015 Plan.
In connection with the Separation and pursuant to the anti-dilution provisions of the 2015 Plan, the number of shares underlying each stock-based award outstanding as of the date of the Separation was multiplied by a factor of approximately 1.09 and the related exercise price for the stock options was divided by a factor of approximately 1.09, which was intended to preserve the intrinsic value of the awards prior to the Separation. Further, the price targets for the Company’s market-based restricted stock units were reduced by $21.41. These adjustments to the Company’s equity compensation awards did not result in additional compensation expense. Stock based compensation awards that were held by Consensus employees were terminated and replaced with awards issued under the Consensus stock compensation plan (including under the Purchase Plan). Stock-based compensation expense through the Separation date for Consensus employees is included in results from discontinued operations.
Share-Based Compensation Expense
The following table presents the effects of share-based compensation expense in the Consolidated Statements of Operations during the periods presented (in thousands):
Year ended December 31,
202320222021
Direct costs
$262 $341 $306 
Sales and marketing2,686 3,083 1,288 
Research, development, and engineering3,245 2,503 1,984 
General, administrative, and other related costs
25,727 20,674 20,551 
Total share-based compensation expense$31,920 $26,601 $24,129 
Stock Options
As of December 31, 2023, 2022, and 2021, options to purchase 271,959, 217,567, and 168,614 shares of common stock were exercisable under and outside of the 2015 Plan, at weighted average exercise prices of $68.97, $68.97, $67.62, respectively. Stock options generally expire after 10 years and vest over a 5 to 8 year period.
All stock option grants are approved by “outside directors” within the meaning of Internal Revenue Code Section 162(m).
Stock option activity for the years ended December 31, 2023, 2022, and 2021 is summarized as follows:
Number of Shares
Weighted-Average
Exercise Price
Weighted-Average Remaining Contractual Life (In Years)
  Aggregate Intrinsic Value
Options outstanding at January 1, 2021
475,601 $69.61 
      Granted— — 
      Exercised(70,776)41.63 
      Canceled— — 
Adjustment due to Consensus Separation (1)
35,749 $68.25 
Options outstanding at December 31, 2021
440,574 $68.45 
      Granted— — 
      Exercised(5,439)27.15 
      Canceled— — 
Options outstanding at December 31, 2022
435,135 $68.97 
      Granted— $— 
      Exercised— $— 
      Canceled— $— 
Options outstanding at December 31, 2023
435,135 $68.97 4.0$— 
Exercisable at December 31, 2023
271,959 $68.97 4.0$— 
Vested and expected to vest at December 31, 2023
144,040 $68.97 4.0$— 
(1)As noted above, in connection with the Consensus separation and pursuant to the anti-dilution provisions of the 2015 Plan, the number of shares underlying each stock option outstanding as of the date of the Separation was multiplied by a factor of approximately 1.09 and the related exercise price for the stock options was divided by a factor of approximately 1.09, which was intended to preserve the intrinsic value of the awards prior to the Separation.
There were no stock option exercises in 2023. The total intrinsic values of options exercised during the years ended December 31, 2022 and 2021 was $0.4 million and $5.8 million, respectively. The total fair value of options vested during the years ended December 31, 2023, 2022, and 2021 was $1.0 million, $1.1 million, and $1.0 million, respectively.
Cash received from options exercised under all share-based payment arrangements for the years ended December 31, 2022 and 2021 was $0.1 million, and $2.9 million, respectively. The actual tax benefit realized for the tax deductions from option exercises under the share-based payment arrangements totaled $0.3 million and $1.9 million, respectively, for the years ended December 31, 2022 and 2021, respectively.
As of December 31, 2023, there was $1.9 million of total unrecognized compensation expense related to nonvested share-based compensation options granted under the 2015 Plan. That expense is expected to be recognized ratably over a weighted average period of 2.0 years (i.e., the remaining requisite service period).
Fair Value Disclosure
The Company uses the Black-Scholes option pricing model to calculate the fair value of each option grant. The expected volatility is based on historical volatility of the Company’s common stock. The Company estimates the expected term based upon the historical exercise behavior of its employees. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a term equal to the expected term of the option assumed at the date of grant. The Company uses an annualized dividend yield based upon the per share dividends declared by its Board of Directors.
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, four or five years for senior staff (excluding market-based awards discussed below) and four to eight years for the Chief Executive Officer. The Company granted 305,549, 154,022, and 246,251 shares of restricted stock units (excluding awards with market conditions below) during the years ended December 31, 2023, 2022, and 2021, respectively.
The Company has awarded certain key employees market-based restricted stock and market-based restricted stock units pursuant to the 2015 Plan. The market-based awards have vesting conditions that are based on specified stock price targets of the Company’s common stock. Market conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Company achieving the specified stock price targets with a 20-day and 30-day lookback (trading days). 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. During the years ended December 31, 2023, 2022, and 2021 the Company awarded 167,606, 100,193, and 73,094 market-based restricted stock units at stock price targets ranging from $83.61 to $103.76 per share. The per share weighted average grant-date fair values of the market-based restricted stock units granted during the years ended December 31, 2023, 2022, and 2021 were $70.06, $87.11, and $94.40, respectively.
The weighted-average fair values of market-based restricted stock units granted have been estimated utilizing the following assumptions:
December 31,
202320222021
Underlying stock price at valuation date$77.8 $99.32 $113.27 
Expected volatility32.0 %36.7 %30.3 %
Risk-free interest rate4.1 %1.8 %1.3 %

 Restricted stock award activity for the years ended December 31, 2023, 2022 and 2021 is set forth below:
SharesWeighted-Average
Grant-Date
Fair Value
Nonvested at January 1, 2021
820,566 $62.66 
Granted— — 
Vested(435,529)60.52 
Canceled(33,194)83.23 
Adjustment due to Consensus Separation (1)
32,120 74.62 
Nonvested at December 31, 2021
383,963 $62.66 
Granted— — 
Vested(67,762)80.64 
Canceled(4,920)84.77 
Nonvested at December 31, 2022
311,281 $59.90 
Granted— — 
Vested(52,060)72.29 
Canceled(322)77.75 
Nonvested at December 31, 2023
258,899 $48.76 
(1)As noted above, in connection with the Consensus separation and pursuant to the anti-dilution provisions of the 2015 Plan, the number of shares underlying each restricted stock award outstanding as of the date of the Separation was multiplied by a factor of approximately 1.09 and the market condition stock price target for marked-based restricted stock awards was also adjusted.
Restricted stock unit activity for the years ended December 31, 2023, 2022 and 2021 is set forth below:
Number of
Shares		Aggregate
Intrinsic
Value
Outstanding at January 1, 2021
209,784 
Granted319,345 
Vested(124,761)
Canceled(60,201)
Adjustment due to Consensus Separation (1)
16,576 
Outstanding at December 31, 2021
360,743 
Granted254,215 
Vested(115,523)
Canceled(35,081)
Outstanding at December 31, 2022
464,354  
Granted473,155  
Vested(111,185) 
Canceled(49,127) 
Outstanding at December 31, 2023777,197 $52,219,866 
Vested and expected to vest at December 31, 2023721,572 $48,482,422 
(1)As noted above, in connection with the Consensus separation and pursuant to the anti-dilution provisions of the 2015 Plan, the number of shares underlying each restricted stock unit outstanding as of the date of the Separation was multiplied by a factor of approximately 1.09 and the market condition stock price target for marked-based restricted stock units was also adjusted.
As of December 31, 2023, the Company had unrecognized share-based compensation cost of approximately $43.4 million associated with these restricted stock awards and restricted stock units. This cost is expected to be recognized over a weighted-average period of 1.9 years for restricted stock awards and 2.4 years for restricted stock units. The total fair value of restricted stock and restricted stock units vested during the years ended December 31, 2023, 2022, and 2021 was $11.3 million, $12.4 million, and $68.1 million, respectively. The actual tax benefit realized for the tax deductions from the vesting of restricted stock and restricted stock units totaled $1.9 million, $2.8 million, and $9.5 million, respectively, for the years ended December 31, 2023, 2022, and 2021. 
Employee Stock Purchase Plan
The Purchase Plan provides for the issuance of a maximum of two million shares of the Company’s common stock. Under the Purchase Plan, eligible employees can have up to 15% of their earnings withheld, up to certain maximums, to be used to purchase shares of the Company’s common stock at certain plan-defined dates. The price of the Company’s common stock purchased under the Purchase Plan for the six-month offering periods is equal to 85% of the lesser of the fair market value of a share of the common stock of the Company on the beginning or the end of the offering period. Employees are immediately vested in the shares purchased at the purchase date.
During 2023, 2022, and 2021, 74,390, 139,992, and 109,248 shares were purchased under the Purchase Plan, respectively, at a price ranging from $53.80 to $54.24 per share during 2023. Cash received upon the issuance of the Company’s common stock under the Purchase Plan was $8.7 million, $9.4 million, and $9.2 million for the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, 994,221 shares were available under the Purchase Plan for future issuance.
The Company determined that a plan provision exists which allows for the more favorable of two exercise prices, commonly referred to as a “look-back” feature. The purchase price discount and the look-back feature cause the Purchase Plan to be compensatory and the Company to recognize compensation expense. The compensation cost is recognized on a straight-line basis over the requisite service period, or the six-month offering period. The Company used the Black-Scholes option pricing model to calculate the estimated fair value of the purchase right issued under the Purchase Plan. The expected volatility is based on historical volatility of the Company’s common stock. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a term equal to the expected term of the option assumed at the date of grant. The Company uses an annualized dividend yield based upon the per share dividends declared by its Board of Directors. Estimated forfeiture rates were 12.54%, 11.83%, and 11.15% as of December 31, 2023, 2022, and 2021, respectively.
The share-based compensation expense related to the Purchase Plan has been estimated utilizing the following weighted average assumptions:
December 31,
202320222021
Risk-free interest rate3.35%1.17%0.05%
Expected term (in years)0.50.50.5
Expected volatility38.3%40.7%35.0%
v3.24.0.1
Defined Contribution 401(k) Savings Plan
 12 Months Ended
Dec. 31, 2023
Retirement Benefits [Abstract]  
Defined Contribution 401(k) Savings Plan Defined Contribution 401(k) Savings Plan
The Company has several 401(k) Savings Plans that qualify under Section 401(k) of the Internal Revenue Code. Eligible employees may contribute a portion of their salary through payroll deductions, subject to certain limitations. The Company may make annual contributions at its sole discretion to these plans. For the years ended December 31, 2023, 2022, and 2021, the Company made contributions of $5.2 million, $5.1 million, and $4.8 million, respectively, to these 401(k) Savings Plans.
v3.24.0.1
Earnings Per Share
 12 Months Ended
Dec. 31, 2023
Earnings Per Share Reconciliation [Abstract]  
Earnings Per Share Earnings Per Share
     The components of basic and diluted earnings per share from continuing operations are as follows (in thousands, except share and per share data):
 Year ended December 31,
 202320222021
Numerator for basic and diluted net income per common share:   
Net income from continuing operations$41,503 $65,466 $401,395 
Less: Net income available to participating securities (1)
(2)(20)(326)
Plus: 1.75% Convertible Notes interest expense (after-tax)
— — — 
Net income available to the Company’s common shareholders from continuing operations$41,501 $65,446 $401,069 
Denominator:   
Basic weighted-average outstanding shares of common stock46,400,941 46,954,558 45,893,928 
Diluted effect of: 
Equity incentive plans
63,320 71,291 311,585 
Convertible debt(2)
— — 1,657,232 
Diluted weighted-average outstanding shares of common stock46,464,261 47,025,849 47,862,745 
Net income per share from continuing operations:   
Basic$0.89 $1.39 $8.74 
Diluted$0.89 $1.39 $8.38 
Weighted-average shares excluded from diluted weighted-average shares outstanding:
Anti-dilutive stock options and restricted stock629,807 — — 
Anti-dilutive convertible debt5,158,071 5,158,071 — 
(1)Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid).
(2)Under the modified retrospective method of adoption of ASU 2020-06, the dilutive impact of convertible debt was calculated using the if-converted method for the years ended December 31, 2023 and 2022. The dilutive impact of convertible debt was calculated using the treasury stock method for the years ended December 31, 2021 (see Note 10 — Debt).
v3.24.0.1
Segment Information
 12 Months Ended
Dec. 31, 2023
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 Note 2 — Basis of Presentation and Summary of Significant Accounting Policies. 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):
 Years Ended December 31,
 202320222021
Revenue by reportable segment:
Digital Media$1,072,971 $1,079,172 $1,069,300 
Cybersecurity and Martech291,209 312,626 348,611 
Elimination of inter-segment revenues (1)
(152)(801)(1,189)
Total segment revenues
1,364,028 1,390,997 1,416,722 
Corporate
— — — 
Total revenues
$1,364,028 $1,390,997 $1,416,722 
Operating costs and expenses by reportable segment (3):
Digital Media931,980 880,240 851,807 
Cybersecurity and Martech (4)
248,151 262,426 338,464 
Elimination of inter-segment operating expenses(152)(801)(1,189)
Total segment operating expenses1,179,979 1,141,865 1,189,082 
Corporate (2)(4)
51,438 50,191 60,300 
Total operating costs and expenses1,231,417 1,192,056 1,249,382 
Operating income by reportable segment:
Digital Media operating income140,991 198,932 217,493 
Cybersecurity and Martech operating income (4)
43,058 50,200 10,147 
Total segment operating income184,049 249,132 227,640 
Corporate (2)(4)
(51,438)(50,191)(60,300)
Income from operations$132,611 $198,941 $167,340 
(1)Inter-segment revenues in the Digital Media reportable segment were $0.2 million, $0.8 million, and $0.8 million, for the years ended December 31, 2023, 2022, and 2021, respectively. Inter-segment revenues in the Cybersecurity and Martech reportable segment were $0.0 million, $0.0 million, and $0.4 million, for the years ended December 31, 2023, 2022, and 2021, respectively.
(2)Corporate includes costs associated with general and administrative and other expenses that are managed on a global basis and that are not directly attributable to any particular segment.
(3)Operating expenses for each segment include cost of sales and other operating expenses that are directly attributable to the segment, such as employee compensation expense, local sales and marketing expenses, engineering and network operations expense, depreciation and amortization and other administrative expenses. For the twelve months ended December 31, 2023 and 2022, the Company had an impairment to goodwill within operating costs and expenses for Digital Media. For the twelve months ended December 31, 2021, the Company had an impairment to goodwill within operating costs and expenses for Cybersecurity and Martech.
(4)For the year ended December 31, 2021, approximately $19.2 million of general and administrative costs were reflected as Corporate operating costs and expenses in the Company’s December 31, 2021 Form 10-K, however, should have been reflected as an operating cost for the Cybersecurity and Martech reportable segment. The Company reclassified these costs in the table above as an operating cost for the Cybersecurity and Martech reportable segment and as a reduction of operating costs for Corporate, as well as the resulting impact in operating income (loss) for Cybersecurity and Martech and Corporate. The reclassification has no impact on consolidated operating income (loss) from continuing operations for the year ended December 31, 2021.
The CODM does not use Balance Sheet information in connection with operating and investment decisions and as such that information is not presented. The CODM does use capital expenditures by reportable segment in connection with operating and investment decisions. Accordingly, the following segment information is presented for Digital Media and Cybersecurity and Martech.
Year ended December 31,
202320222021
Capital expenditures:
Digital Media$83,921 $85,049 $80,877 
Cybersecurity and Martech24,712 21,094 17,611 
Total from reportable segments108,633 106,143 98,488 
Corporate96 11 — 
Capital expenditures of discontinued operations— — 15,252 
Total capital expenditures$108,729 $106,154 $113,740 
Depreciation and amortization:
Digital Media$184,321 $184,658 $193,661 
Cybersecurity and Martech52,618 48,714 55,344 
Total from reportable segments236,939 233,372 249,005 
Corporate27 28 288 
Depreciation and amortization of
discontinued operations		— — 9,010 
Total depreciation and amortization$236,966 $233,400 $258,303 
The Company maintains operations in the U.S., Canada, Ireland, the United Kingdom, India, and other countries. Geographic information about the U.S. and all other countries for the reporting periods is presented below. Such information attributes revenues based on jurisdictions where revenues are reported (in thousands).
 Year ended December 31,
 202320222021
Revenues:  
United States$1,137,857 $1,181,936 $1,187,207 
All other countries226,171 209,061 229,515 
Total$1,364,028 $1,390,997 $1,416,722 
Long-lived assets, excluding goodwill and other intangible assets are as follows (in thousands):
December 31,
20232022
Long-lived assets:  
United States$161,913 $171,957 
All other countries50,820 46,867 
Total$212,733 $218,824 
v3.24.0.1
Supplemental Cash Flow Information
 12 Months Ended
Dec. 31, 2023
Supplemental Cash Flow Elements [Abstract]  
Supplemental Cash Flow Information Supplemental Cash Flow Information
Non-cash investing and financing activities were as follows (in thousands):
Year ended December 31,
20232022
2021 (1)
Non-cash investing activity:
Property and equipment, accrued but unpaid$55 $150 $50 
Right-of-use assets acquired in exchange for operating lease obligations$1,597 $4,130 $9,850 
Purchase of equity investments with common stock
$13,500 $— $— 
Disposition of Consensus common stock (2)
$— $112,286 $— 
Non-cash financing activity:
Debt principal settled in exchange for Consensus common stock (2)
$— $112,286 $— 
Debt principal settled in exchange for Consensus senior notes due 2028$— $— $485,000 
Conversion shares issued as extinguishment cost to redeem 3.25% Convertible Notes
$— $— $431,952 
Reacquisition of 3.25% Convertible Notes, net of tax
$— $— $390,526 
(1)Combines continuing and discontinued operations.
(2)During the year ended December 31, 2022, the Company disposed $160.1 million of its investment in Consensus in exchange for $112.3 million of debt and recorded $47.8 million of loss on investment, net.
Supplemental data (in thousands):
Year ended December 31,
202320222021
Interest paid$38,653 $36,168 $54,479 
Income taxes paid, net of refunds$64,594 $59,543 $61,162 
 Operating cash outflows related to lease liabilities were as follows (in thousands):
Year ended December 31,
202320222021
Operating cash outflows related to lease liabilities$23,230 $26,921 $27,798 
v3.24.0.1
Accumulated Other Comprehensive Income
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Accumulated Other Comprehensive Income Accumulated Other Comprehensive Income
The following table summarizes the changes in accumulated balances of other comprehensive loss (income), net of tax, for the years ended December 31, 2023, 2022, and 2021 (in thousands):
Unrealized Gains (Losses) on InvestmentsForeign Currency TranslationTotal
Balance as of January 1, 2021
$283 $(55,089)(54,806)
Other comprehensive loss before reclassifications
(114)(21,268)(21,382)
Consensus separation— 18,966 18,966 
Net current period other comprehensive loss
(114)(2,302)(2,416)
Balance as of December 31, 2021
$169 $(57,391)$(57,222)
Other comprehensive income (loss) before reclassifications
272 (32,479)(32,207)
Consensus separation adjustment— 4,056 4,056 
Net current period other comprehensive income (loss)272 (28,423)(28,151)
Balance as of December 31, 2022
$441 $(85,814)$(85,373)
Other comprehensive income before reclassifications
96 13,657 13,753 
Net current period other comprehensive income
96 13,657 13,753 
Balance as of December 31, 2023
$537 $(72,157)$(71,620)
The following table provides details about reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2023, 2022, and 2021.
Details about Accumulated Other Comprehensive Loss components
Amount reclassified from Accumulated Other Comprehensive Loss
Affected line item in the Statements of Operations
For the year ending December 31,
202320222021
Unrealized loss on available-for-sale investments$— $— $(151)Loss on investments, net
— — (151)Income before income taxes
Total reclassifications for the period$— $— $(151)Net income
v3.24.0.1
Related Party Transactions
 12 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
Consensus
As of December 31, 2023 and December 31, 2022, the Company held approximately 1.0 million and 1.1 million shares of the common stock of Consensus, respectively, representing approximately 5% of the Consensus outstanding common stock at each period end. The Company determined that Consensus was no longer a related party after September 30, 2022. Related party transactions with Consensus through September 30, 2022 are included within the disclosures below.
In preparation for and in executing the Separation, the Company incurred transaction-related costs, some of which were reimbursed by Consensus, of approximately $23.3 million (excluding costs associated with the debt exchange noted below), before reimbursement by Consensus. These transaction costs primarily related to professional fees associated with preparation of regulatory filings and transaction execution and separation activities within finance, tax, and legal functions. During the year ended December 31, 2021, Ziff Davis received or expected to receive approximately $11.7 million (excluding the reimbursement of a portion of the debt exchange noted below) from Consensus resulting in net transaction costs of $11.6 million. These net transaction-related costs were recorded in ‘General, administrative, and other related costs’ component of ‘Income (loss) from discontinued operations, net of income taxes’ within the Consolidated Statement of Operations. During the year ended December 31, 2021, Consensus also reimbursed Ziff Davis for certain costs associated with the debt exchange in connection with the Separation totaling $7.5 million, which was recorded as an offset to the loss on extinguishment of debt on the Consolidated Statement of Operations. In addition, Consensus paid the Company approximately $8.5 million subsequent to the Separation due to excess cash held at the Separation date net of other related items pursuant to the Separation and Distribution Agreement.
In connection with the Separation, Ziff Davis and Consensus entered into several agreements that govern the relationship of the parties following the Separation, including a separation and distribution agreement, a transition services agreement, a tax matters agreement, an employee matters agreement, an intellectual property license agreement, and a stockholder and registration rights agreement. The transition services agreement governs services including certain information technology services, finance and accounting services, and human resource and employee benefit services. The agreed-upon charges for such services are generally intended to allow the providing company to recover all costs and expenses of providing such services, and nearly all such services were terminated without extension twelve months after the Separation. During the years ended December 31, 2022 and 2021, the Company recorded an offset to expense of approximately $1.2 million and $2.1 million, respectively, from Consensus related to the transition services agreement within ‘General, administrative, and other related costs’ within the Consolidated Statements of Operations. Further, the Company assigned its lease of office space in Los Angeles, California to Consensus. Ziff Davis remained the lessee under this lease and its obligations remained in place through October 7, 2022, after which time Consensus took over the lease in full. During the years ended December 31, 2022 and 2021, the Company recorded an offset to lease expense of approximately $1.5 million and $0.5 million, respectively, related to this lease, however, Consensus paid the landlord directly and not Ziff Davis. Amounts due from Consensus as of December 31, 2021 were $9.3 million (comprised of $2.1 million related to services provided under the transition services agreement and $7.2 million related to reimbursement of certain transaction related costs and other reimbursements), and are included in within ‘Accounts receivable’ within the Consolidated Balance Sheets.
OCV
OCV is considered a related party because it is an investment that is accounted for by the equity method. On September 25, 2017, the Company entered into a commitment to invest $200.0 million (approximately 76.6% of equity) in the OCV Fund. The primary purpose of the OCV Fund is to provide a limited number of select investors with the opportunity to realize long-term appreciation from public and private companies, with a particular focus on the technology and life science industries. The general activities of the OCV Fund is to buy, sell, hold, and otherwise invest in securities of every kind and nature and rights and options with respect thereto, including, without limitation, stock, notes, bonds, debentures, and evidence of indebtedness; to exercise all rights, powers, privileges, and other incidents of ownership or possession with respect to securities held or owned by the OCV Fund; to enter into, make and perform all contracts and other undertakings; and to engage in all activities and transactions as may be necessary, advisable, or desirable to carry out the foregoing.
The manager, OCV Management, LLC, and general partner of the OCV Fund are entities with respect to which Richard S. Ressler, former Chairman of the Board of Directors (the “Board”) of the Company, is indirectly the majority equity holder. Mr. Ressler’s tenure with the Board ended as of May 10, 2022. As a limited partner in the OCV Fund, prior to the settlement of certain litigation generally related to the Company’s investment in the OCV Fund in January 2022, the Company paid an annual management fee to the manager equal to 2.0% of capital commitments. In addition, subject to the terms and conditions of the Fund’s limited partnership agreement, once the Company has received distributions equal to its invested capital, the OCV Fund’s general partner would be entitled to a carried interest equal to 20%. The OCV Fund has a six year investment period, subject to certain exceptions. The commitment was approved by the Audit Committee of the Board in accordance with the Company’s related-party transaction approval policy. At the time of the settlement of the litigation (see Note 12 — Commitments and Contingencies), the Company had invested approximately $128.8 million in the OCV Fund. In connection with the settlement of the litigation, among other terms, no further capital calls will be made in connection with the Company’s investment in the OCV Fund, nor will any further management fees be paid by the Company to the manager.
During the years ended December 31, 2022 and 2021, the Company recognized expense for management fees of $1.5 million and $3.0 million, net of tax benefit, respectively.
During the year ended 2021, the Company received capital call notices from the management of OCV Management, LLC for $22.2 million, inclusive of certain management fees, of which $22.2 million had been paid for the year ended December 31, 2021. During the year ended December 31, 2021, the Company received a distribution from OCV of $15.3 million.
v3.24.0.1
Subsequent Event
 12 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]  
Subsequent Event Subsequent Event
On February 5, 2024, the Company completed an acquisition of 100% of the equity interest of TDS Gift Cards, a digital gifting and branded payments platform. After adjustment for net working capital liabilities, the Company paid approximately $48 million in cash. The acquisition will be accounted for as a business combination under ASC 805, Business Combinations. The Company is in the process of finalizing the accounting for this transaction and will complete the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed by the end of the first quarter of 2024.
v3.24.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure      
Net income $ 41,503 $ 63,757 $ 496,714
v3.24.0.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2023
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
v3.24.0.1
Basis of Presentation and Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Principles of Consolidation
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Ziff Davis and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
Use of Estimates
The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, including judgments about investment classifications and the reported amounts of net revenue and expenses during the reporting period. The Company believes that its most significant estimates are those related to revenue recognition, valuation and impairment of investments, its assessment of ownership interests as variable interest entities and the related determination of consolidation, share-based compensation expense, fair value of assets acquired and liabilities assumed in connection with business combinations, long-lived and intangible asset impairment, contingent consideration, income taxes and contingencies, and allowance for credit losses. On an ongoing basis, management evaluates its estimates based on historical experience and on various other factors that the Company believes to be reasonable under the circumstances. Actual results could materially differ from those estimates.
Consensus, Inc. Spin-Off and Discontinued Operations
Consensus, Inc. Spin-Off and Discontinued Operations
On September 21, 2021, the Company announced that its Board of Directors approved its previously announced separation of the cloud fax business (the “Separation”) into an independent publicly traded company, Consensus Cloud Solutions, Inc. (“Consensus”). On October 7, 2021 (the “Distribution Date”), the Separation was completed and the Company transferred J2 Cloud Service, LLC to Consensus who in turn transferred non-fax assets and liabilities back to Ziff Davis such that Consensus was left with the cloud fax business. The Separation was achieved through the Company’s distribution of 80.1% of the shares of Consensus common stock to holders of J2 Global common stock as of the close of business on October 1, 2021, the record date for the distribution. The Company’s stockholders of record received one share of Consensus common stock for every three shares of J2 Global’s common stock. On October 8, 2021, Consensus began trading on Nasdaq under the stock symbol “CCSI”. Ziff Davis, Inc. retained a 19.9% interest in Consensus following the Separation (the “Investment in Consensus”).
On October 7, 2021, Consensus paid Ziff Davis approximately $259.1 million of cash in a distribution that was anticipated to be tax-free provided certain requirements were met, and issued $500.0 million of senior notes due 2028 to Ziff Davis, which Ziff Davis then exchanged with the lenders under the Credit Agreement and Credit Agreement Amendments by and among the subsidiaries of Ziff Davis party thereto as guarantors, Citicorp North America Inc. and MUFG Union Bank, N.A. and MUFG Union Bank, N.A., as administrative agent for the lenders, for the extinguishment of indebtedness outstanding under the Bridge Loan Facility. Refer to Note 10 — Debt for additional details. Such lenders or their affiliates agreed to resell the 2028 notes to qualified institutional buyers in the United States pursuant to Rule 144A.
The accounting requirements for reporting the Company’s cloud fax business as a discontinued operation were met when the Separation was completed. Accordingly, the consolidated financial statements reflect the results of the cloud fax business as a discontinued operation for all periods presented. Ziff Davis did not retain a controlling interest in Consensus.
During the year ended December 31, 2022, the Company entered into a Fifth Amendment and Sixth Amendment to its
existing Credit Agreement, providing for the issuance of senior secured term loans under the Credit Agreement (the “Term
Loan Facilities”), in an aggregate principal amount of approximately $112.3 million. During the year ended December 31, 2022, the Company subsequently completed non-cash exchanges of 2,800,000 shares of its common stock of Consensus with the lenders under the Fifth and Sixth Amendments to settle the Company’s obligations of $112.3 million outstanding aggregate principal amount of the Term Loan Facilities plus related interest. Refer to Note 10 — Debt for additional details.
As of December 31, 2023, the Company continues to hold approximately 1.0 million shares of the common stock of Consensus. The Investment in Consensus represents the investment in equity securities for which the Company elected the fair value option and subsequent fair value changes in the Consensus shares are included in the assets of and results from continuing operations. Refer to Note 5 — Investments and Note 6 — Discontinued Operations and Dispositions for additional information.
Reclassifications
Reclassifications
Certain prior year reported amounts have been reclassified to conform to 2023 presentation. The Company reclassified its trademarks as of December 31, 2022 from ‘other purchased intangibles’ to ‘trade names and trademarks’ to conform to current period presentation. The trademarks totaled $54.8 million of carrying value as of December 31, 2022. Refer to Note 9 — Goodwill and Intangible Assets for additional information.
Cash and Cash Equivalents
Cash and Cash Equivalents
The Company considers the balance of its investment in funds that substantially hold securities that mature within three months or less from the date the Company purchases these securities to be cash equivalents. The carrying amount of cash and cash equivalents either approximates fair value due to the short-term maturity of these instruments or are at fair value.
Allowances for Credit Losses
Allowances for Credit Losses
The Company maintains an allowance for credit losses on accounts receivable, which is recorded as a reduction to accounts receivable. Changes in the allowance are classified as ‘General, administrative, and other related costs’ in the Consolidated Statements of Operations. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when it identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status. It also considers customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. On an ongoing basis, management evaluates the adequacy of these reserves.
Investments
Investments
The Company accounts for its investments in debt securities in accordance with ASC Topic 320, Investments — Debt Securities (“ASC 320”). The Company’s available-for-sale debt securities are carried at an estimated fair value with any unrealized gains or losses, net of taxes, included in accumulated other comprehensive loss on our Consolidated Balance Sheets. All debt securities are accounted for on a specific identification basis. Available-for-sale debt securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of that difference, if any, is caused by expected credit losses. Expected credit losses on available-for-sale debt securities are recognized in loss on investments, net on our Consolidated Statements of Operations, and any remaining unrealized losses, net of taxes, are included in accumulated comprehensive loss on our Consolidated Balance Sheets.
The Company accounts for its investments in equity securities in accordance with ASC Topic 321, Investments — Equity Securities (“ASC 321”) which requires the accounting for equity investments, other than those accounted for under the equity method of accounting, generally be measured at fair value for equity securities with readily determinable fair values. Equity securities without a readily determinable fair value, which are not accounted for under the equity method of accounting, are measured at their cost, less impairment, if any, and adjusted for observable price changes arising from orderly transactions
in the same or similar investment from the same issuer. Any unrealized gains or losses will be reported within earnings on our Consolidated Statements of Operations.
The Company assesses whether an other-than-temporary impairment loss on an investment has occurred due to declines in fair value or other market conditions. Refer to Note 5 — Investments for additional information.
The Investment in Consensus are equity securities accounted for at fair value under the fair value option, and the related fair value gains and losses are recognized in earnings. As the initial carrying value of the Investment in Consensus was negative immediately following the Separation, the Company elected the fair value option under ASC 825-10-25 to support the initial recognition of the Investment in Consensus at fair value and the negative book value was recorded as a gain at the date of Separation. The fair value of Consensus common stock is readily available as Consensus is a publicly traded company.
Concentration of Credit Risk
Concentration of Credit Risk
The Company primarily invests its cash, cash equivalents, and marketable securities with major financial institutions primarily within the United States, Canada, United Kingdom, and the European Union. These investments are made in accordance with the Company’s investment policy with the principal objectives being preservation of capital, fulfillment of liquidity needs, and above market returns commensurate with preservation of capital. The Company’s investment policy also requires that investments in marketable securities be in only highly rated instruments, with limitations on investing in securities of any single issuer. However, these investments are not insured against the possibility of a total or near complete loss of earnings or principal and are inherently subject to the credit risk related to the continued credit worthiness of the underlying issuer and general credit market risks. As of December 31, 2023, the Company’s cash and cash equivalents that were maintained in demand deposit accounts in qualifying financial institutions are insured up to the limit determined by the applicable governmental agency.
Variable Interest Entities (“VIE”s)
Variable Interest Entities (“VIE”s)
A VIE requires consolidation by the entity’s primary beneficiary. The Company evaluates its investments in entities in which it is involved to determine if the entity is a VIE and if so, whether it holds a variable interest and is the primary beneficiary. The Company has determined that it holds a variable interest in its investment as a limited partner in the OCV Fund I, LP (“OCV Fund”, “OCV” or the “Fund”), as well as, another independent corporation. The Company has concluded that it will not consolidate OCV, as it is not the primary beneficiary of the OCV Fund, and will account for this investment under the equity-method of accounting (see Note 5 — Investments).
OCV qualifies as an investment company under ASC Topic 946, Financial Services, Investment Companies (“ASC 946”). Under ASC Topic 323, Investments — Equity Method and Joint Ventures, an investor that holds investments that qualify for specialized industry accounting for investment companies in accordance with ASC 946 should record its share of the earnings or losses, realized or unrealized, as reported by its equity method investees in the Consolidated Statements of Operations.
Fair Value Measurements
Fair Value Measurements
The Company complies with the provisions of FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), in measuring fair value and in disclosing fair value measurements. ASC 820 provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities.
The carrying values of cash and cash equivalents, accounts receivable, interest receivable, accounts payable, accrued expenses, interest payable, customer deposits, and long-term debt are reflected in the financial statements at cost. With the exception of certain investments and long-term debt, cost approximates fair value due to the short-term nature of such instruments. The fair value of the Company’s outstanding debt was determined using the quoted market prices of debt instruments with similar terms and maturities when available. As of the same dates, the carrying value of other long-term liabilities approximated fair value as the related interest rates approximate rates currently available to the Company.
Property and Equipment
Property and Equipment
Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets and is recorded in direct costs and general, administrative, and other related costs on the Consolidated Statements of Operations based on the function the underlying asset supports. The estimated useful lives of property and equipment range from one to ten years. Fixtures, which are comprised primarily of leasehold improvements are amortized on a straight-line basis over their estimated useful lives or for leasehold improvements, the related lease term, if less. The Company has capitalized certain internal-use software and website development costs which are included in property and equipment and depreciated using a straight-line method over the estimated useful life which is typically three years.
Leases
Leases
The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at commencement date of the lease in determining the present value of future payments. The operating lease right-of-use asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of twelve months or less are not recorded on the balance sheet and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. There are lease agreements with lease and non-lease components, which are generally accounted for as a single lease component.
Impairment or Disposal of Long-Lived Assets Impairment or Disposal of Long-Lived Assets
The Company accounts for long-lived assets, which include property and equipment, operating lease right-of-use assets, and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with the provisions of ASC Topic 360, Property, Plant, and Equipment (“ASC 360”), which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset to the expected undiscounted future net cash flows generated by the asset. If it is determined that the asset may not be recoverable, and if the carrying amount of an asset exceeds its estimated fair value, an impairment charge is recognized to the extent of the difference.
The Company assesses the impairment of identifiable definite-lived intangibles and long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the Company determined that the carrying value of definite-lived intangibles and long-lived assets may not be recoverable based upon the existence of one or more indicators of impairment, it would record an impairment equal to the excess of the carrying amount of the asset over its estimated fair value.
Business Combinations and Valuation of Goodwill and Intangible Assets
Business Combinations and Valuation of Goodwill and Intangible Assets
The Company applies the acquisition method of accounting for business combinations in accordance with GAAP and uses estimates and judgments to allocate the purchase price paid for acquisitions to the fair value of the assets, including identifiable intangible assets and liabilities acquired. Such estimates may be based on significant unobservable inputs and assumptions such as, but not limited to, future revenue growth rates, gross and operating margins, customer attrition rates, royalty rates, discount rates, and terminal growth rate assumptions. The Company uses established valuation techniques and may engage reputable valuation specialists to assist with the valuations. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Fair values are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values becomes available. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. The Company tests goodwill for impairment annually on October 1st at the reporting unit level, or more frequently if indicators of impairment exist, or if a decision is made to dispose of a business. The Company’s Digital Media reportable segment is comprised of seven reporting units and the Cybersecurity and Martech reportable segment is comprised of two reporting units.
Intangible assets resulting from the acquisitions of entities accounted for using the acquisition method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trademarks, trade names, and other intangible assets, including developed technologies. The fair values of these identified intangible assets are based upon expected future cash flows or income, which take into consideration certain assumptions such as customer turnover, trade names, and patent lives. These determinations are primarily based upon the Company’s historical experience and expected benefit of each intangible asset. If it is determined that such assumptions are not accurate, then the resulting change will impact the fair value of the intangible asset. Trade names and trademarks are generally amortized on a straight-line basis with an estimated useful life ranging from two to twenty years. The Company amortizes customer relationship assets in a pattern that best reflects the pace at which the asset’s benefits are consumed with useful lives ranging from three to sixteen years. This pattern results in more amortization expense being recognized earlier in the useful life. Other intangible assets subject to amortization are amortized over the period of estimated economic benefit ranging from one to ten years. Amortization expense of definite-lived intangibles assets is included in general, administrative, and other related costs on the Consolidated Statements of Operations.
The Company evaluates its goodwill and indefinite-lived intangible assets for impairment pursuant to FASB ASC Topic 350, Intangibles— Goodwill and Other (“ASC 350”), which provides that goodwill and other intangible assets with indefinite lives are not amortized but tested annually for impairment or more frequently if the Company believes indicators of impairment exist. In connection with the annual impairment test for goodwill, the Company has the option to perform a qualitative assessment in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it was more likely than not that the fair value of the reporting unit is less than its carrying amount, it then it performs an impairment test of goodwill. The impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines the fair value of its reporting units using a mix of an income approach and a market approach. If the carrying value of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized for the difference. During the years ended December 31, 2023, 2022, and 2021 the Company recorded a goodwill impairment of $56.9 million, $27.4 million, and $32.6 million, respectively. Refer to Note 9 — Goodwill and Intangible Assets for additional details.
The Company performed the annual impairment test for intangible assets with indefinite lives for fiscal 2021 using a qualitative assessment primarily taking into consideration macroeconomic, industry and market conditions, overall financial performance and any other relevant company-specific factors.
Contingent Consideration
Contingent Consideration
Certain of the Company’s acquisition agreements include contingent earn-out arrangements, which are generally based on the achievement of future income thresholds or other metrics. The contingent earn-out arrangements are based upon the Company’s valuations of the acquired companies and reduce the risk of overpaying for acquisitions if the projected financial results are not achieved.
The fair values of these earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates. For each transaction, the Company estimates the fair value of contingent earn-out payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability on the Consolidated Balance Sheets. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to the liability on the acquisition date is reflected as cash used in financing activities in our Consolidated Statements of Cash Flows. Any amount paid in excess of the liability on the acquisition date is reflected as cash used in operating activities.
The Company reviews and re-assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could be materially different from the initial estimates or prior amounts. Changes in the estimated fair value of its contingent earn-out liabilities and adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in general, administrative, and other related costs on our Consolidated Statements of Operations.
Debt Issuance Costs and Debt Discount
Debt Issuance Costs and Debt Discount
The Company capitalizes costs incurred with borrowing and issuance of debt securities and records debt issuance costs and discounts as a reduction to the debt amount. These costs and discounts are amortized and included in interest expense over the life of the borrowing using the effective interest method.
In August 2020, the FASB issued ASU 2020-06. The provisions of this update simplifies the accounting for convertible instruments by removing certain separation models in ASC 470-20, Debt — Debt with Conversion and Other Options, for convertible instruments. The convertible debt instruments are be accounted for as a single liability at the amortized cost if separation is no longer required unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Among other potential impacts, this change is expected to reduce reported noncash interest expense, increase reported net income, and result in a reclassification of certain conversion feature balance sheet amounts from stockholders’ equity to liabilities. Similarly, the debt discount, which is equal to the carrying value of the embedded conversion feature upon issuance, is no longer amortized into income as interest expense over the life of the instrument. Additionally, ASU 2020-06 requires the use of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share, which includes the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards.
On January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective method. The cumulative effect of the changes made on the Consolidated Balance Sheet upon this adoption increased the carrying amount of the 1.75% Convertible Notes (as defined in Note 10 — Debt below) by approximately $85.9 million, increased retained earnings by approximately $23.4 million, reduced deferred tax liabilities by approximately $21.2 million and reduced additional paid-in capital by approximately $88.1 million.
Revenue Recognition
Revenue Recognition
The Company recognizes revenue when the Company satisfies its obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Refer to Note 3 — Revenues for additional details.
Digital Media
Digital Media revenues are earned primarily from the delivery of advertising services, licensing, and subscriptions to services and information.
Advertising
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, and production services. 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 substantially consist of subscription revenues which 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.
Performance Obligations
The Company is a party to multiple concurrent contracts with the same customer, or a party related to that customer. Some 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 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 are 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
•Faxing capabilities are provided (included in discontinued operations through October 7, 2021)
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 for services outside of the subscription, and believes that the method used is a faithful depiction of the transfer of goods and services.
Sales Taxes
The Company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are (i) both imposed on and concurrent with a specific revenue-producing transaction and (ii) collected by the Company from a customer.
Costs to Obtain a Contract
The Company’s revenues are primarily generated from customer contracts that are for one year or less. Costs primarily consist of incentive compensation paid based on the achievements of sales targets in a given period for related revenue streams and are recognized in the month when the revenue is earned. Incentive compensation is paid on the issuance or renewal of the customer contract. As a practical expedient, for amortization periods which are determined to be one year or less, the Company expenses any incremental costs of obtaining the contract with a customer when incurred. For those customers with amortization periods determined to be greater than one year, the Company capitalizes and amortizes the expenses over the period of benefit.
In addition, the Company partners with various affiliates in order to generate a portion of its revenue for certain lines of business. The commissions earned by the Company’s affiliates are incentive based and are paid on the acquisition of new customers in a given period. For those customers with amortization periods determined to be greater than one year, the Company capitalizes and amortizes the incentive over the period of benefit. As of December 31, 2023 and 2022, the Company capitalized approximately $14.9 million and $8.0 million, respectively, related to these costs and they are included in ‘Prepaid expenses and other current assets’ and ‘Other assets’ in the Consolidated Balance Sheets. During the years ended December 31, 2023, 2022, and 2021, the Company recognized expense of $12.9 million, $15.4 million, and $18.0 million respectively, related to the amortization of capitalized costs to obtain a contract with a customer.
Practical Expedients
Existence of a Significant Financing Component in a Contract
If at contract inception, the Company expects that the period between payment by the customer and the transfer of promised goods or services by the Company to the customer will be one year or less, the Company does not assess whether a contract has a significant financing component. In addition, the Company has determined that the payment terms that the Company provides to its customers are structured primarily for reasons other than the provision of finance to the Company. The Company typically charges a single upfront amount for services because other payment terms would affect the nature of the risk assumed by the Company to provide service given the costs of the customer acquisition and the highly competitive and commoditized nature of the business we operate which allows customers to easily move from one provider to another. This additional risk may make it uneconomical to provide the service.
Share-Based Compensation
Share-Based Compensation
The Company accounts for share-based awards to employees and non-employees in accordance with the provisions of ASC Topic 718, Compensation — Stock Compensation (“ASC 718”), which requires compensation cost, measured at the grant date fair value, to be recognized over the employee’s requisite service period using the straight-line method. The measurement of share-based compensation expense is based on several criteria, including but not limited to the valuation model used and associated input factors, such as expected term of the award, stock price volatility, risk free interest rate, dividend rate, and award cancellation rate. Certain of these inputs are subjective and are determined using management’s judgment. If differences arise between the assumptions used in determining share-based compensation expense and the actual factors, which become known over time, the Company may change the input factors used in determining future share-based compensation expense. Any such changes could materially impact the Company’s results of operations in the period in which the changes are made and in periods thereafter. The amount of share-based compensation expense recognized in the Consolidated Statements of Operations is net of estimated forfeitures. The forfeiture rate is estimated at the grant date based on historical experience and revised, if necessary, in subsequent periods if actual forfeitures differ from the estimated rate. The expense ultimately recorded is for the awards that vest.
Research, Development, and Engineering
Research, Development, and Engineering
Research, development, and engineering costs are expensed as incurred. Costs for software development incurred during the application development stage are capitalized and amortized over their estimated useful lives.
Advertising Costs
Advertising Costs
The Company incurs external advertising costs to promote its brands. These costs primarily consist of expenses related to digital advertising on websites and apps of third parties, creative services, trade shows and similar events, marketing expenses, and marketing intelligence expenses.
Foreign Currency
Foreign Currency
Most of the Company’s foreign subsidiaries use the local currency of their respective countries as their functional currency. Assets and liabilities are translated at exchange rates prevailing at the balance sheet dates. Revenues and expenses are translated into U.S. Dollars at average exchange rates for the period. Gains and losses resulting from translation are recorded as a component of accumulated other comprehensive income/(loss). Net translation income (loss) was $13.7 million, $(32.5) million, and $(21.3) million for the years ended December 31, 2023, 2022, and 2021, respectively. Realized gains and losses from foreign currency transactions are recognized within ‘Other income (loss), net’ on our Consolidated Statements of Operations.
Income Taxes
Income Taxes
The Company’s income is subject to taxation in both the U.S. and numerous foreign jurisdictions. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves for tax contingencies are established when the Company believes that certain positions might be challenged despite the Company’s belief that its tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of a tax audit or lapse of a statute of
limitations. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate.
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities to be recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the net deferred tax assets will not be realized. The valuation allowance is reviewed quarterly based upon the facts and circumstances known at the time. In assessing this valuation allowance, the Company reviews historical and future expected operating results and other factors, including its recent cumulative earnings experience, expectations of future taxable income by taxing jurisdiction and the carryforward periods available for tax reporting purposes, to determine whether it is more likely than not that deferred tax assets are realizable.
ASC 740 provides guidance on the minimum threshold that an uncertain income tax benefit is required to meet before it can be recognized in the financial statements and applies to all income tax positions taken by a company. ASC 740 contains a two-step approach to recognizing and measuring uncertain income tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. If it is not more likely than not that the benefit will be sustained on its technical merits, no benefit will be recorded. Uncertain income tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold. The Company recognizes accrued interest and penalties related to uncertain income tax positions in income tax expense on its Consolidated Statements of Operations.
On August 16, 2022, the “Inflation Reduction Act” of 2022 (“IRA”) was signed into law. The IRA included many climate and energy provisions and introduced a 15% corporate alternative minimum tax (“CAMT”) for taxpayers whose average annual adjusted financial statement income exceeds a certain threshold. The IRA also enacted a one percent excise tax on stock repurchases made by publicly traded U.S. corporations. The CAMT and excise tax on stock repurchases are effective for tax years beginning after December 31, 2022. The Company does not believe that it will be subject to the CAMT as it is expected to be under the threshold of the average annual adjusted financial statement income.
Earnings Per Common Share (“EPS”)
Earnings Per Common Share (“EPS”)
EPS is calculated pursuant to the two-class method as defined in ASC Topic 260, Earnings per Share (“ASC 260”), which specifies that all outstanding unvested share-based payment awards that contain rights to non-forfeitable dividends or dividend equivalents are considered participating securities and should be included in the computation of EPS pursuant to the two-class method.
Basic EPS is calculated by dividing net distributed and undistributed earnings allocated to common shareholders, excluding participating securities, by the weighted-average number of common shares outstanding. The Company’s participating securities consist of its unvested share-based payment awards that contain rights to non-forfeitable dividends or dividend equivalents.
On January 1, 2022, the Company adopted ASU 2020-06using the modified retrospective method. Following this adoption, the Company applies the if-converted method for the diluted net income per share calculation of convertible debt instruments. Prior to the adoption, the Company used the treasury stock method when calculating the potential dilutive effect of convertible debt instruments.
Share Repurchases
Share Repurchases
The Company accounts for share repurchases on a trade date basis by allocating cost in excess of par value between retained earnings and additional paid-in capital. The repurchased shares are constructively retired and returned to an authorized but unissued status. In August 2022, the U.S. government enacted the Inflation Reduction Act of 2022, which imposed a 1.0% excise tax on share repurchases made after December 31, 2022. As a result, the Company accrued excise tax in connection with the share repurchases it completed during year ended December 31, 2023.
Segment Reporting
Segment Reporting
ASC Topic 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business enterprises report information about operating segments in their annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segments are based on the organization structure used by the chief operating decision maker for making operating and investment decisions and for assessing performance.
The Company has two reportable segments: (i) Digital Media and (ii) Cybersecurity and Martech. Refer to Note 18 — Segment Information for additional detail.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
Recently issued applicable accounting pronouncements not yet adopted
In March 2020, the FASB issued 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 cost 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 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 for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. Early adoption is permitted. This ASU 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 for annual periods beginning after December 15, 2024. Early adoption is permitted. This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted.
v3.24.0.1
Basis of Presentation and Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Schedule of Allowance for Credit Losses
The rollforward of allowance for credit losses on Accounts receivable, net is as follows (in thousands):
Year ended December 31,
202320222021
Beginning balance$6,868 $9,811 $11,552 
Increases (decreases) to bad debt expense
2,809 (255)3,107 
Write-offs, net of recoveries(2,806)(2,688)(4,848)
Ending balance$6,871 $6,868 $9,811 
v3.24.0.1
Revenues (Tables)
 12 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue
Revenues from external customers classified by revenue source are as follows (in thousands).
Year ended December 31,
Digital Media202320222021
Advertising
$747,254 $788,135 $838,075 
Subscription and licensing
283,473 244,694 197,354 
Other 42,244 46,343 33,871 
Total Digital Media revenues$1,072,971 $1,079,172 $1,069,300 
Cybersecurity and Martech
Subscription$291,209 $312,626 $348,611 
Total Cybersecurity and Martech revenues$291,209 $312,626 $348,611 
Corporate$— $— $— 
Elimination of inter-segment revenues(152)(801)(1,189)
Total Revenues$1,364,028 $1,390,997 $1,416,722 
v3.24.0.1
Business Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Allocation of Aggregate Purchase Consideration
The following table summarizes the allocation of the preliminary purchase consideration for all 2022 acquisitions as of December 31, 2022 (in thousands):
Assets and LiabilitiesValuation
Accounts receivable$7,433 
Prepaid expenses and other current assets4,915 
Property and equipment369 
Operating lease right-of-use assets, noncurrent545 
Trade names12,839 
Customer relationships20,040 
Goodwill95,737 
Other intangibles18,166 
Other long-term assets11 
Accounts payable and accrued expenses(6,221)
Deferred revenue(21,474)
Deferred tax liability(10,140)
Other long-term liabilities(516)
Total$121,704 
The following table summarizes the allocation of the purchase consideration for all 2021 acquisitions as of December 31, 2021, including individually material acquisitions noted separately (in thousands):
Assets and LiabilitiesValuation
Accounts receivable$9,513 
Prepaid expenses and other current assets1,655 
Property and equipment2,188 
Operating lease right-of-use assets, noncurrent5,888 
Trade names16,349 
Customer relationships21,945 
Goodwill97,032
Other intangibles38,894 
Other long-term assets62 
Deferred tax asset230 
Accounts payable and accrued expenses(5,863)
Deferred revenue(9,491)
Operating lease liabilities, current(7,191)
Other current liabilities(14)
Deferred tax liability(9,237)
Other long-term liabilities(1,511)
Total$160,449 
The following table summarizes the allocation of the purchase consideration for the SEOmoz acquisition (in thousands):
Assets and LiabilitiesValuation
Accounts receivable$3,278 
Prepaid expenses and other current assets1,547 
Property and equipment1,845 
Operating lease right of use asset5,888 
Trade names7,406 
Customer relationships5,000 
Goodwill41,329 
Other intangibles22,777 
Other long-term assets62 
Accounts payables and accrued expenses(2,655)
Other current liabilities(14)
Deferred revenue(6,398)
Operating lease liabilities, current(7,191)
Deferred tax liability(5,327)
Other long-term liabilities(550)
           Total$66,997 
Supplementary Information on Unaudited Pro Forma Financial Basis
The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and its 2022 acquisitions as if each acquisition had occurred on January 1, 2021 (in thousands, except per share amounts):
Year ended December 31,
20222021
(unaudited)
Revenues$1,407,300 $1,461,178 
Net income from continuing operations$64,877 $398,201 
Income per common share from continuing operations - Basic$1.38 $8.67 
Income per common share from continuing operations - Diluted$1.38 $8.31 
The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and its 2021 acquisitions as if each acquisition had occurred on January 1, 2021 (in thousands, except per share amounts):
 
Year ended
 December 31, 2021
 (unaudited)
Revenues$1,482,323 
Net income from continuing operations$416,348 
Income per common share from continuing operations - Basic$9.06 
Income per common share from continuing operations - Diluted$8.69 
The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and SEOmoz as if the acquisition had occurred on January 1, 2021 (in thousands, except per share amounts):
 
Year ended
 December 31, 2021
 (unaudited)
Revenues$1,438,099 
Net income from continuing operations
$406,281 
Income per common share from continuing operations - Basic$8.84 
Income per common share from continuing operations - Diluted$8.48 
Contractual Obligation, Fiscal Year Maturity
As of December 31, 2023, future payments associated with contractual obligations for holdback payments in connection with all business acquisitions are as follows (in thousands):
Fiscal Year:
2024$12,483 
2025212 
$12,695 
v3.24.0.1
Investments (Tables)
 12 Months Ended
Dec. 31, 2023
Investments, Debt and Equity Securities [Abstract]  
Debt Securities, Trading, and Equity Securities, FV-NI
Losses on equity securities recorded in ‘Unrealized (loss) gain on short-term investments held at the reporting date, net’ in the Consolidated Statements of Operations consisted of the following (in thousands):
Year ended December 31,
20232022
Net losses during the period
$(28,138)$(53,888)
Less: gain (loss) on securities sold during the period
357 (46,743)
Unrealized loss recognized during the period on short-term investments held at the reporting date
$(28,495)$(7,145)
v3.24.0.1
Discontinued Operations and Disposal Groups (Tables)
 12 Months Ended
Dec. 31, 2023
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations
The key components of cash flows from discontinued operations were as follows (in thousands):
Year ended
December 31, 2021
Capital expenditures$15,252 
Depreciation and amortization$9,010 
Loss on debt extinguishment$8,750 
Deferred taxes$8,015 
The key components of income from discontinued operations were as follows (in thousands):
Year ended December 31,
20222021
Revenues$— $270,248 
Direct costs
— (44,306)
Sales and marketing— (40,980)
Research, development and engineering— (5,814)
General, administrative, and other related costs
— (39,279)
Interest expense and other— (13,856)
Income before income taxes— 126,013 
Income tax expense(1,709)(30,694)
(Loss) income from discontinued operations, net of income taxes$(1,709)$95,319 
v3.24.0.1
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2023
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):
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 
December 31, 2022Level 1Level 2Level 3Fair ValueCarrying Value
Assets:
Cash equivalents:
   Money market and other funds$312,010 $— $— $312,010 $312,010 
Short-term investments:
Consensus common stock58,421 — — $58,421 $58,421 
Long-term investments:
Investment in corporate debt securities— — 15,586 15,586 15,586 
Total assets measured at fair value$370,431 $— $15,586 $386,017 $386,017 
Liabilities:
Contingent consideration$— $— $555 $555 $555 
Total liabilities measured at fair value$— $— $555 $555 $555 
Reconciliation of Level 3 Financial Assets Measured on Recurring Basis
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):
Year ended December 31,
20232022
Contingent Consideration ArrangementsCorporate Debt SecuritiesContingent Consideration ArrangementsCorporate Debt Securities
Balance as of January 1$555 $15,586 $5,775 $— 
Fair value at date of acquisition2,834 — 555 15,000 
Fair value adjustments (1)
(200)113 (2,575)586 
Payments(355)— (3,200)— 
Balance as of December 31
$2,834 $15,699 $555 $15,586 
(1)The fair value adjustments to the contingent consideration arrangements in the table above were recorded within ‘General, administrative, and other related costs’ on the Consolidated Statements of Operations during the year ended December 31, 2023 and 2022. The fair value adjustments to the corporate debt securities in the table above were recorded within ‘Change in fair value on available-for-sale investments, net’ on the Consolidated Statements of Comprehensive Income during the year ended December 31, 2023 and 2022.
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments
The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes:
Year ended December 31,
20232022
Carrying ValueFair ValueCarrying ValueFair Value
4.625% Senior Notes
$456,796 $405,408 $456,400 $390,908 
1.75% Convertible Notes
$544,516 $519,492 $542,653 $548,411 
v3.24.0.1
Property and Equipment (Tables)
 12 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
Summary of Property and Equipment
Property and equipment, stated at cost, consists of the following (in thousands):
December 31,
20232022
Computer hardware, software and related equipment$502,564 $424,275 
Furniture and equipment2,836 881 
Leasehold improvements9,784 8,614 
515,184 433,770 
Less: Accumulated depreciation and amortization(327,015)(255,586)
 Total property and equipment, net$188,169 $178,184 
v3.24.0.1
Goodwill and Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Changes In Carrying Amounts Of Goodwill
The changes in carrying amounts of goodwill for the years ended December 31, 2023 and 2022 are as follows (in thousands):
Digital MediaCybersecurity and MartechConsolidated
Balance as of January 1, 2022
$996,659 $534,796 $1,531,455 
Goodwill acquired (Note 4)95,737 — 95,737 
Goodwill impairment(27,369)— (27,369)
Purchase accounting adjustments (1)
4,475 (137)4,338 
Foreign exchange translation(3,513)(9,174)(12,687)
Balance as of December 31, 2022
$1,065,989 $525,485 $1,591,474 
Goodwill acquired (Note 4)6,451 — 6,451 
Goodwill impairment(56,850)— (56,850)
Purchase accounting adjustments (1)
(72)— (72)
Foreign exchange translation1,362 3,700 5,062 
Balance as of December 31, 2023
$1,016,880 $529,185 $1,546,065 
(1)Purchase accounting adjustments relate to measurement period adjustments to goodwill in connection with prior business acquisitions (see Note 4 — Business Acquisitions).
Intangible Assets Subject to Amortization
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 
As of December 31, 2022, intangible assets subject to amortization relate primarily to the following (in thousands):
Historical
Cost		Accumulated
Amortization		Net
Trade names and trademarks(1)
$360,170 $169,150 $191,020 
Customer relationships
687,798 479,741 208,057 
Other purchased intangibles(1)
383,417 319,679 63,738 
Total$1,431,385 $968,570 $462,815 
(1)The Company reclassified its trademarks as of December 31, 2022 from ‘other purchased intangibles’ to ‘trade names and trademarks’ to conform to current period presentation. The trademarks totaled $54.8 million of carrying value as of December 31, 2022 ($98.5 million of historical cost and $43.7 million of accumulated amortization).
Expected Amortization Expenses for Intangible Assets Subject To Amortization
Expected amortization expenses for intangible assets subject to amortization at December 31, 2023 are as follows (in thousands):
Fiscal Year:
2024$90,774 
202571,314 
202656,952 
202742,989 
202821,421 
Thereafter41,956 
Total expected amortization expense$325,406 
v3.24.0.1
Debt (Tables)
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Summary of Long-term Debt
Long-term debt consists of the following (in thousands):
December 31,
20232022
4.625% Senior Notes
$460,038 $460,038 
1.75% Convertible Notes
550,000 550,000 
Total Notes1,010,038 1,010,038 
Credit Agreement— — 
Less: Unamortized discount(2,463)(2,764)
Deferred issuance costs(6,263)(8,221)
Total long-term debt1,001,312 999,053 
Future Principal Payments for Debt
At December 31, 2023, future principal and interest payments for debt are as follows (in thousands):
PrincipalInterest
2024$— $30,902 
2025— 30,902 
2026550,000 30,902 
2027— 21,276 
2028— 21,276 
Thereafter460,038 42,554 
Total
$1,010,038 $177,812 
Schedule of Repurchase Agreements
Repurchases of 4.625% Senior Notes on the open market (excluding those from a tender offer) were as follows (in thousands):
Year ended December 31,
20222021
Principal repurchased$181,238 $25,391 
Aggregate purchase price$167,661 $26,035 
(Gain) loss on repurchase (1)
$(12,060)$644 
(1)Presented within ‘Gain (loss) on debt extinguishment, net’ on the Consolidated Statements of Operations.
Schedule of Debt
The following table provides additional information on the 4.625% Senior Notes (in thousands):
December 31,
20232022
Principal amount of 4.625% Senior Notes
$460,038 $460,038 
Less: Unamortized discount (2,463)(2,764)
Less: Debt issuance costs(779)(874)
Net carrying amount of 4.625% Senior Notes
$456,796 $456,400 
The following table provides the components of interest expense related to 4.625% Senior Notes (in thousands):
Year ended December 31,
202320222021
Coupon interest expense$21,159 $24,500 $33,899 
Non-cash amortization of discount on 4.625% Senior Notes
301 333 529 
Amortization of debt issuance costs95 109 66 
Total interest expense related to 4.625% Senior Notes
$21,555 $24,942 $34,494 
Components of Interest Expense Related to Convertible Notes
The following table provides the components of interest expense related to the 3.25% Convertible Notes (in thousands):
Year ended
December 31, 2021
Coupon interest expense$5,994 
Non-cash amortization of discount on 3.25% Convertible Notes
4,645 
Amortization of debt issuance costs855 
Total interest expense related to 3.25% Convertible Notes
$11,494 
The following table provides the components of interest expense related to the 1.75% Convertible Notes (in thousands):
Year ended December 31,
2023 (1)
2022 (1)
2021
Coupon interest expense$17,369 $9,776 $9,625 
Non-cash amortization of discount on 1.75% Convertible Notes
— — 15,338 
Amortization of debt issuance costs1,863 1,858 1,173 
Total interest expense related to 1.75% Convertible Notes
$19,232 $11,634 $26,136 
(1)On January 1, 2022 the Company adopted ASU 2020-06 using the modified retrospective method. At the time of adoption, the Company de-recognized the remaining unamortized debt discount. No amortization of debt discount was recorded during the years ended December 31, 2023 and December 31, 2022, respectively.
Additional Information Related to Convertible Notes
The following table provides additional information related to the 1.75% Convertible Notes (in thousands):
December 31,
20232022
Principal amount of 1.75% Convertible Notes
$550,000 $550,000 
Less: Carrying amount of debt issuance costs(5,484)(7,347)
Net carrying amount of 1.75% Convertible Notes
$544,516 $542,653 
v3.24.0.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
Balance Sheet and Other Supplemental Operating Lease Information
Operating right-of-use assets are included in ‘Other assets’ on the Consolidated Balance Sheets. Operating lease liabilities are included in ‘Other current liabilities’ and ‘Other noncurrent liabilities’, respectively, on the Consolidated Balance Sheets as follows (in thousands):
December 31,
20232022
Operating lease right-of-use assets$24,564 $40,640 
Operating lease liabilities, current$15,801 $22,153 
Operating lease liabilities, noncurrent16,626 33,996 
Total operating lease liabilities$32,427 $56,149 
Other supplemental operating lease information consists of the following:
December 31,
20232022
Operating leases:
Weighted average remaining lease term3.0 years3.3 years
Weighted average discount rate3.27 %3.08 %
Components of Lease Expense and Supplemental Cash Flow Information
The components of lease expense are as follows (in thousands):
December 31,
20232022
Operating lease cost$15,065 $17,656 
Short-term lease cost (1)
1,070 1,127 
Total lease cost$16,135 $18,783 
(1)The Company made an election to account for a short-term lease payments on a straight-line basis over the term of the lease.
Maturities of Operating Lease Liabilities
As of December 31, 2023, maturities of operating lease liabilities were as follows (in thousands):
2024$16,950 
20257,395 
20264,598 
20272,483 
2028
837 
Thereafter1,839 
Total lease payments$34,102 
Less: Imputed interest1,675 
Present value of operating lease liabilities$32,427 
v3.24.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Provision for Income Tax
The continuing operations income tax (expense) benefit consisted of the following (in thousands):
 Year ended December 31,
 20232022 2021
Current:
Federal$(29,040)$(42,698)$8,435 
State(8,179)(12,184)248 
Foreign(16,940)(16,066)(15,931)
Total current(54,159)(70,948)(7,248)
 
Deferred:   
Federal20,817 12,667 17,132 
State7,177 (1,577)5,044 
Foreign2,023 1,901 (729)
Total deferred30,017 12,991 21,447 
Income tax (expense) benefit from continuing operations$(24,142)$(57,957)$14,199 
Reconciliation of Statutory Federal Income Tax Rate with Effective Income Tax Rate
A reconciliation of the statutory federal income tax rate with the Company’s continuing operations effective income tax rate is as follows:
 Year ended December 31,
 202320222021
Statutory tax rate21.0 %21.0 %21.0 %
State income taxes, net6.5 5.0 (1.3)
Foreign rate differential3.1 1.0 (0.3)
Foreign income inclusion6.0 5.4 0.7 
Foreign tax credit(4.7)(5.1)(0.8)
Reserve for uncertain tax positions(5.9)(3.2)(2.4)
Valuation allowance— — (1.7)
Impact on deferred taxes of enacted tax law and rate changes0.6 1.4 (0.5)
Tax credits and incentives(8.4)(5.0)(1.5)
Impairment of goodwill
16.0 — — 
Mark-to market on investment in Consensus— 22.1 (18.0)
Return to provision adjustments
(5.1)1.1 0.5 
Executive compensation2.4 1.5 0.7 
Other0.7 (1.0)(0.4)
Effective tax rates32.2 %44.2 %(4.0)%
Deferred Tax Assets and Liabilities
Deferred tax assets and liabilities result from differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Temporary differences and carryforwards which give rise to deferred tax assets and liabilities from continuing operations are as follows (in thousands):
 Years Ended December 31,
 2023 2022
Deferred tax assets:
Net operating loss and other carryforwards$15,762 $19,513 
Tax credit carryforwards4,743 4,222 
Accrued expenses14,629 10,702 
Allowance for bad debt2,003 1,445 
Share-based compensation expense6,097 3,885 
Operating lease liabilities6,320 16,756 
Basis difference in fixed assets22,191 14,642 
Deferred revenue2,420 2,994 
State taxes1,974 4,447 
Other2,468 3,920 
 78,607 82,526 
Less: valuation allowance(1,720)(1,699)
Total deferred tax assets$76,887 $80,827 
  
Deferred tax liabilities: 
Operating lease right-of-use assets(4,618)(14,008)
Basis difference in intangible assets(86,712)(101,797)
Unrealized gains on investments(13,512)(24,123)
Prepaid insurance(2,835)(2,744)
Other(5,982)(8,639)
Total deferred tax liabilities(113,659)(151,311)
Net deferred tax liabilities$(36,772)$(70,484)
Summary of Valuation Allowance on Deferred Tax Assets From Continuing Operations
The rollforward of the valuation allowance on the deferred tax assets from continuing operations is as follows (in thousands):
Year ended December 31,
202320222021
Beginning balance$1,699 $1,812 $8,262 
Charges to costs and expenses
21 — 178 
Write-offs and recoveries— (113)(6,628)
Ending balance$1,720 $1,699 $1,812 
Reconciliation of Unrecognized Tax Benefits
The aggregate changes in the balance of unrecognized tax benefits, which excludes interest and penalties, for 2023, 2022, and 2021, is as follows (in thousands):
Year ended December 31,
202320222021
Beginning balance $34,208 $39,527 $46,032 
Increases related to tax positions during a prior year218 — 3,448 
Decreases related to tax positions taken during a prior year(1,023)(2,816)(5,511)
Increases related to tax positions taken in the current year744 819 4,675 
Decreases related to expiration of statute of limitations(4,989)(3,322)(9,117)
Ending balance$29,158 $34,208 $39,527 
v3.24.0.1
Share-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Valuation Assumptions of Stock Options and Market-based Restricted Stock Awards Granted
The following table presents the effects of share-based compensation expense in the Consolidated Statements of Operations during the periods presented (in thousands):
Year ended December 31,
202320222021
Direct costs
$262 $341 $306 
Sales and marketing2,686 3,083 1,288 
Research, development, and engineering3,245 2,503 1,984 
General, administrative, and other related costs
25,727 20,674 20,551 
Total share-based compensation expense$31,920 $26,601 $24,129 
Stock Options Activity
Stock option activity for the years ended December 31, 2023, 2022, and 2021 is summarized as follows:
Number of Shares
Weighted-Average
Exercise Price
Weighted-Average Remaining Contractual Life (In Years)
  Aggregate Intrinsic Value
Options outstanding at January 1, 2021
475,601 $69.61 
      Granted— — 
      Exercised(70,776)41.63 
      Canceled— — 
Adjustment due to Consensus Separation (1)
35,749 $68.25 
Options outstanding at December 31, 2021
440,574 $68.45 
      Granted— — 
      Exercised(5,439)27.15 
      Canceled— — 
Options outstanding at December 31, 2022
435,135 $68.97 
      Granted— $— 
      Exercised— $— 
      Canceled— $— 
Options outstanding at December 31, 2023
435,135 $68.97 4.0$— 
Exercisable at December 31, 2023
271,959 $68.97 4.0$— 
Vested and expected to vest at December 31, 2023
144,040 $68.97 4.0$— 
(1)As noted above, in connection with the Consensus separation and pursuant to the anti-dilution provisions of the 2015 Plan, the number of shares underlying each stock option outstanding as of the date of the Separation was multiplied by a factor of approximately 1.09 and the related exercise price for the stock options was divided by a factor of approximately 1.09, which was intended to preserve the intrinsic value of the awards prior to the Separation.
Valuation Assumptions of Market-based Restricted Stock Awards Granted
The weighted-average fair values of market-based restricted stock units granted have been estimated utilizing the following assumptions:
December 31,
202320222021
Underlying stock price at valuation date$77.8 $99.32 $113.27 
Expected volatility32.0 %36.7 %30.3 %
Risk-free interest rate4.1 %1.8 %1.3 %
Restricted Stock and Restricted Stock Unit Award Activity Restricted stock award activity for the years ended December 31, 2023, 2022 and 2021 is set forth below:
SharesWeighted-Average
Grant-Date
Fair Value
Nonvested at January 1, 2021
820,566 $62.66 
Granted— — 
Vested(435,529)60.52 
Canceled(33,194)83.23 
Adjustment due to Consensus Separation (1)
32,120 74.62 
Nonvested at December 31, 2021
383,963 $62.66 
Granted— — 
Vested(67,762)80.64 
Canceled(4,920)84.77 
Nonvested at December 31, 2022
311,281 $59.90 
Granted— — 
Vested(52,060)72.29 
Canceled(322)77.75 
Nonvested at December 31, 2023
258,899 $48.76 
(1)As noted above, in connection with the Consensus separation and pursuant to the anti-dilution provisions of the 2015 Plan, the number of shares underlying each restricted stock award outstanding as of the date of the Separation was multiplied by a factor of approximately 1.09 and the market condition stock price target for marked-based restricted stock awards was also adjusted.
Restricted stock unit activity for the years ended December 31, 2023, 2022 and 2021 is set forth below:
Number of
Shares		Aggregate
Intrinsic
Value
Outstanding at January 1, 2021
209,784 
Granted319,345 
Vested(124,761)
Canceled(60,201)
Adjustment due to Consensus Separation (1)
16,576 
Outstanding at December 31, 2021
360,743 
Granted254,215 
Vested(115,523)
Canceled(35,081)
Outstanding at December 31, 2022
464,354  
Granted473,155  
Vested(111,185) 
Canceled(49,127) 
Outstanding at December 31, 2023777,197 $52,219,866 
Vested and expected to vest at December 31, 2023721,572 $48,482,422 
(1)As noted above, in connection with the Consensus separation and pursuant to the anti-dilution provisions of the 2015 Plan, the number of shares underlying each restricted stock unit outstanding as of the date of the Separation was multiplied by a factor of approximately 1.09 and the market condition stock price target for marked-based restricted stock units was also adjusted.
Valuation Assumptions of Stock Options Granted
The share-based compensation expense related to the Purchase Plan has been estimated utilizing the following weighted average assumptions:
December 31,
202320222021
Risk-free interest rate3.35%1.17%0.05%
Expected term (in years)0.50.50.5
Expected volatility38.3%40.7%35.0%
v3.24.0.1
Earnings Per Share (Tables)
 12 Months Ended
Dec. 31, 2023
Earnings Per Share Reconciliation [Abstract]  
Components of Basic and Diluted Earnings Per Share The components of basic and diluted earnings per share from continuing operations are as follows (in thousands, except share and per share data):
 Year ended December 31,
 202320222021
Numerator for basic and diluted net income per common share:   
Net income from continuing operations$41,503 $65,466 $401,395 
Less: Net income available to participating securities (1)
(2)(20)(326)
Plus: 1.75% Convertible Notes interest expense (after-tax)
— — — 
Net income available to the Company’s common shareholders from continuing operations$41,501 $65,446 $401,069 
Denominator:   
Basic weighted-average outstanding shares of common stock46,400,941 46,954,558 45,893,928 
Diluted effect of: 
Equity incentive plans
63,320 71,291 311,585 
Convertible debt(2)
— — 1,657,232 
Diluted weighted-average outstanding shares of common stock46,464,261 47,025,849 47,862,745 
Net income per share from continuing operations:   
Basic$0.89 $1.39 $8.74 
Diluted$0.89 $1.39 $8.38 
Weighted-average shares excluded from diluted weighted-average shares outstanding:
Anti-dilutive stock options and restricted stock629,807 — — 
Anti-dilutive convertible debt5,158,071 5,158,071 — 
(1)Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid).
(2)Under the modified retrospective method of adoption of ASU 2020-06, the dilutive impact of convertible debt was calculated using the if-converted method for the years ended December 31, 2023 and 2022. The dilutive impact of convertible debt was calculated using the treasury stock method for the years ended December 31, 2021 (see Note 10 — Debt).
v3.24.0.1
Segment Information (Tables)
 12 Months Ended
Dec. 31, 2023
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):
 Years Ended December 31,
 202320222021
Revenue by reportable segment:
Digital Media$1,072,971 $1,079,172 $1,069,300 
Cybersecurity and Martech291,209 312,626 348,611 
Elimination of inter-segment revenues (1)
(152)(801)(1,189)
Total segment revenues
1,364,028 1,390,997 1,416,722 
Corporate
— — — 
Total revenues
$1,364,028 $1,390,997 $1,416,722 
Operating costs and expenses by reportable segment (3):
Digital Media931,980 880,240 851,807 
Cybersecurity and Martech (4)
248,151 262,426 338,464 
Elimination of inter-segment operating expenses(152)(801)(1,189)
Total segment operating expenses1,179,979 1,141,865 1,189,082 
Corporate (2)(4)
51,438 50,191 60,300 
Total operating costs and expenses1,231,417 1,192,056 1,249,382 
Operating income by reportable segment:
Digital Media operating income140,991 198,932 217,493 
Cybersecurity and Martech operating income (4)
43,058 50,200 10,147 
Total segment operating income184,049 249,132 227,640 
Corporate (2)(4)
(51,438)(50,191)(60,300)
Income from operations$132,611 $198,941 $167,340 
(1)Inter-segment revenues in the Digital Media reportable segment were $0.2 million, $0.8 million, and $0.8 million, for the years ended December 31, 2023, 2022, and 2021, respectively. Inter-segment revenues in the Cybersecurity and Martech reportable segment were $0.0 million, $0.0 million, and $0.4 million, for the years ended December 31, 2023, 2022, and 2021, respectively.
(2)Corporate includes costs associated with general and administrative and other expenses that are managed on a global basis and that are not directly attributable to any particular segment.
(3)Operating expenses for each segment include cost of sales and other operating expenses that are directly attributable to the segment, such as employee compensation expense, local sales and marketing expenses, engineering and network operations expense, depreciation and amortization and other administrative expenses. For the twelve months ended December 31, 2023 and 2022, the Company had an impairment to goodwill within operating costs and expenses for Digital Media. For the twelve months ended December 31, 2021, the Company had an impairment to goodwill within operating costs and expenses for Cybersecurity and Martech.
(4)For the year ended December 31, 2021, approximately $19.2 million of general and administrative costs were reflected as Corporate operating costs and expenses in the Company’s December 31, 2021 Form 10-K, however, should have been reflected as an operating cost for the Cybersecurity and Martech reportable segment. The Company reclassified these costs in the table above as an operating cost for the Cybersecurity and Martech reportable segment and as a reduction of operating costs for Corporate, as well as the resulting impact in operating income (loss) for Cybersecurity and Martech and Corporate. The reclassification has no impact on consolidated operating income (loss) from continuing operations for the year ended December 31, 2021.
Total Assets, Capital Expenditures, Depreciation and Amortization Accordingly, the following segment information is presented for Digital Media and Cybersecurity and Martech.
Year ended December 31,
202320222021
Capital expenditures:
Digital Media$83,921 $85,049 $80,877 
Cybersecurity and Martech24,712 21,094 17,611 
Total from reportable segments108,633 106,143 98,488 
Corporate96 11 — 
Capital expenditures of discontinued operations— — 15,252 
Total capital expenditures$108,729 $106,154 $113,740 
Depreciation and amortization:
Digital Media$184,321 $184,658 $193,661 
Cybersecurity and Martech52,618 48,714 55,344 
Total from reportable segments236,939 233,372 249,005 
Corporate27 28 288 
Depreciation and amortization of
discontinued operations		— — 9,010 
Total depreciation and amortization$236,966 $233,400 $258,303 
Revenues and Long-lived Assets by Geographic Information Such information attributes revenues based on jurisdictions where revenues are reported (in thousands).
 Year ended December 31,
 202320222021
Revenues:  
United States$1,137,857 $1,181,936 $1,187,207 
All other countries226,171 209,061 229,515 
Total$1,364,028 $1,390,997 $1,416,722 
Long-lived assets, excluding goodwill and other intangible assets are as follows (in thousands):
December 31,
20232022
Long-lived assets:  
United States$161,913 $171,957 
All other countries50,820 46,867 
Total$212,733 $218,824 
v3.24.0.1
Supplemental Cash Flow Information (Tables)
 12 Months Ended
Dec. 31, 2023
Supplemental Cash Flow Elements [Abstract]  
Schedule of Non-cash Investing and Financing Activities
Non-cash investing and financing activities were as follows (in thousands):
Year ended December 31,
20232022
2021 (1)
Non-cash investing activity:
Property and equipment, accrued but unpaid$55 $150 $50 
Right-of-use assets acquired in exchange for operating lease obligations$1,597 $4,130 $9,850 
Purchase of equity investments with common stock
$13,500 $— $— 
Disposition of Consensus common stock (2)
$— $112,286 $— 
Non-cash financing activity:
Debt principal settled in exchange for Consensus common stock (2)
$— $112,286 $— 
Debt principal settled in exchange for Consensus senior notes due 2028$— $— $485,000 
Conversion shares issued as extinguishment cost to redeem 3.25% Convertible Notes
$— $— $431,952 
Reacquisition of 3.25% Convertible Notes, net of tax
$— $— $390,526 
(1)Combines continuing and discontinued operations.
(2)During the year ended December 31, 2022, the Company disposed $160.1 million of its investment in Consensus in exchange for $112.3 million of debt and recorded $47.8 million of loss on investment, net.
Schedule of Cash Flow, Supplemental Disclosures
Supplemental data (in thousands):
Year ended December 31,
202320222021
Interest paid$38,653 $36,168 $54,479 
Income taxes paid, net of refunds$64,594 $59,543 $61,162 
Cash Flow, Operating Capital Operating cash outflows related to lease liabilities were as follows (in thousands):
Year ended December 31,
202320222021
Operating cash outflows related to lease liabilities$23,230 $26,921 $27,798 
v3.24.0.1
Accumulated Other Comprehensive Income (Tables)
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Reclassification out of Accumulated Other Comprehensive Loss (Income)
The following table summarizes the changes in accumulated balances of other comprehensive loss (income), net of tax, for the years ended December 31, 2023, 2022, and 2021 (in thousands):
Unrealized Gains (Losses) on InvestmentsForeign Currency TranslationTotal
Balance as of January 1, 2021
$283 $(55,089)(54,806)
Other comprehensive loss before reclassifications
(114)(21,268)(21,382)
Consensus separation— 18,966 18,966 
Net current period other comprehensive loss
(114)(2,302)(2,416)
Balance as of December 31, 2021
$169 $(57,391)$(57,222)
Other comprehensive income (loss) before reclassifications
272 (32,479)(32,207)
Consensus separation adjustment— 4,056 4,056 
Net current period other comprehensive income (loss)272 (28,423)(28,151)
Balance as of December 31, 2022
$441 $(85,814)$(85,373)
Other comprehensive income before reclassifications
96 13,657 13,753 
Net current period other comprehensive income
96 13,657 13,753 
Balance as of December 31, 2023
$537 $(72,157)$(71,620)
Reclassification out of Accumulated Other Comprehensive Loss
The following table provides details about reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2023, 2022, and 2021.
Details about Accumulated Other Comprehensive Loss components
Amount reclassified from Accumulated Other Comprehensive Loss
Affected line item in the Statements of Operations
For the year ending December 31,
202320222021
Unrealized loss on available-for-sale investments$— $— $(151)Loss on investments, net
— — (151)Income before income taxes
Total reclassifications for the period$— $— $(151)Net income
v3.24.0.1
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details)
 1 Months Ended 12 Months Ended
Oct. 07, 2021
USD ($)
Nov. 15, 2019
shares
Sep. 30, 2022
shares
Jun. 30, 2022
shares
Dec. 31, 2023
USD ($)
reporting_unit
segment
shares
Dec. 31, 2022
USD ($)
shares
Dec. 31, 2021
USD ($)
Oct. 08, 2021
Dec. 31, 2020
USD ($)
Percentage of Consensus stock distributed 80.10%                
Spinoff, stock received, ratio 0.3333                
Restructuring and related activities, proceeds from spinoff $ 259,100,000                
Issuance of senior notes $ 500,000,000                
Aggregate purchase price           $ 112,300,000      
Debt conversion, converted instrument, shares issued | shares     500,000 2,300,000          
Equity securities, shares owned (in shares) | shares         1,000,000 1,100,000      
Decrease in other intangible assets         $ (32,372,000) $ (63,738,000)      
Increase in tradenames and trademarks         155,784,000 191,020,000      
Goodwill impairment on business         56,850,000 27,369,000 $ 32,629,000    
Impairment of intangible assets             0    
Stockholders' equity attributable to parent         1,892,998,000 1,892,611,000 1,967,732,000   $ 1,211,018,000
Net deferred tax liabilities         (45,503,000) (79,007,000)      
Research, development, and engineering         68,860,000 74,093,000 78,874,000    
Advertising costs incurred         120,800,000 128,800,000 143,500,000    
Foreign currency translation adjustment         13,657,000 (32,479,000) (21,268,000)    
Foreign exchange realized gains (losses)         $ (3,900,000) 8,200,000 2,000,000    
Number of reportable segments | segment         2        
Revision of Prior Period, Adjustment                  
Decrease in other intangible assets           54,800,000      
Increase in tradenames and trademarks           $ 54,800,000      
Digital Media                  
Number of reporting units | reporting_unit         7        
Cybersecurity and Martech                  
Number of reporting units | reporting_unit         2        
Public Stock Offering                  
Debt conversion, converted instrument, shares issued | shares           2,800,000      
Retained earnings                  
Stockholders' equity attributable to parent         $ 1,491,956,000 $ 1,537,830,000 1,515,358,000   809,107,000
Additional paid-in capital                  
Stockholders' equity attributable to parent         $ 472,201,000 439,681,000 509,122,000   $ 456,274,000
Cumulative Effect, Period of Adoption, Adjustment                  
Stockholders' equity attributable to parent             (64,701,000)    
Net deferred tax liabilities             21,200,000    
Cumulative Effect, Period of Adoption, Adjustment | Retained earnings                  
Stockholders' equity attributable to parent             23,436,000    
Cumulative Effect, Period of Adoption, Adjustment | Additional paid-in capital                  
Stockholders' equity attributable to parent             (88,137,000)    
Consensus Cloud Solutions                  
Noncontrolling interest, ownership percentage by parent               19.90%  
Minimum | Trade names and trademarks                  
Useful life         2 years        
Minimum | Customer relationships                  
Useful life         3 years        
Minimum | Other intangibles                  
Useful life         1 year        
Maximum | Trade names and trademarks                  
Useful life         20 years        
Maximum | Customer relationships                  
Useful life         16 years        
Maximum | Other intangibles                  
Useful life         10 years        
Equipment | Minimum                  
Estimated useful lives of property and equipment         1 year        
Equipment | Maximum                  
Estimated useful lives of property and equipment         10 years        
Software and Software Development Costs                  
Estimated useful lives of property and equipment         3 years        
Revolving Credit Facility | Secured Debt                  
Aggregate purchase price           $ 112,300,000      
1.75% Convertible Notes | Cumulative Effect, Period of Adoption, Adjustment                  
Convertible notes, increase in carrying amount             $ 85,900,000    
1.75% Convertible Notes | Convertible Debt                  
Debt conversion, converted instrument, shares issued | shares   5,158,071              
Stated interest rate   1.75%         1.75%    
1.75% Convertible Notes | Convertible Debt | Cumulative Effect, Period of Adoption, Adjustment                  
Stated interest rate             1.75%    
v3.24.0.1
Basis of Presentation and Summary of Significant Accounting Policies - Allowance for Credit Losses on Accounts Receivable (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]      
Beginning balance $ 6,868 $ 9,811 $ 11,552
Increases (decreases) to bad debt expense 2,809 (255) 3,107
Write-offs, net of recoveries (2,806) (2,688) (4,848)
Ending balance $ 6,871 $ 6,868 $ 9,811
v3.24.0.1
Revenues - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Disaggregation of Revenue [Line Items]      
Revenues $ 1,364,028 $ 1,390,997 $ 1,416,722
Reportable segments | Digital Media      
Disaggregation of Revenue [Line Items]      
Revenues 1,072,971 1,079,172 1,069,300
Reportable segments | Digital Media | Advertising      
Disaggregation of Revenue [Line Items]      
Revenues 747,254 788,135 838,075
Reportable segments | Digital Media | Subscription and licensing      
Disaggregation of Revenue [Line Items]      
Revenues 283,473 244,694 197,354
Reportable segments | Digital Media | Other      
Disaggregation of Revenue [Line Items]      
Revenues 42,244 46,343 33,871
Reportable segments | Cybersecurity and Martech      
Disaggregation of Revenue [Line Items]      
Revenues 291,209 312,626 348,611
Reportable segments | Cybersecurity and Martech | Subscription      
Disaggregation of Revenue [Line Items]      
Revenues 291,209 312,626 348,611
Corporate      
Disaggregation of Revenue [Line Items]      
Revenues 0 0 0
Elimination of inter-segment revenues      
Disaggregation of Revenue [Line Items]      
Revenues (152) (801) (1,189)
Elimination of inter-segment revenues | Digital Media      
Disaggregation of Revenue [Line Items]      
Revenues 200 800 800
Elimination of inter-segment revenues | Cybersecurity and Martech      
Disaggregation of Revenue [Line Items]      
Revenues $ 0 $ 0 $ 400
v3.24.0.1
Revenues - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Disaggregation of Revenue [Line Items]      
Contract liability, revenue recognized $ 160,100 $ 174,700  
Revenue, remaining performance obligation, amount 48,700    
Capitalized costs 14,900 8,000  
Amortization of capitalized costs expense $ 12,900 15,400 $ 18,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01      
Disaggregation of Revenue [Line Items]      
Revenue, remaining performance obligation, percentage 73.00%    
Performance obligation, expected duration 1 year    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01      
Disaggregation of Revenue [Line Items]      
Revenue, remaining performance obligation, percentage 27.00%    
Performance obligation, expected duration    
Fiscal 2023 Acquisitions      
Disaggregation of Revenue [Line Items]      
Deferred revenue acquired $ 700    
Fiscal 2022 Acquisitions      
Disaggregation of Revenue [Line Items]      
Deferred revenue acquired   $ 21,474  
v3.24.0.1
Business Acquisitions - Narrative (Details)
$ in Thousands
 12 Months Ended
Jun. 04, 2021
USD ($)
Dec. 31, 2023
USD ($)
acquisition
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
acquisition
Business Acquisition [Line Items]        
Goodwill   $ 1,546,065 $ 1,591,474 $ 1,531,455
Increase (decrease) in goodwill from adjustment under purchase accounting   (72) $ 4,338  
Fiscal 2023 Acquisitions        
Business Acquisition [Line Items]        
Goodwill   6,500    
Definite-lived intangibles in connection with acquisition   7,200    
Increase (decrease) in goodwill from adjustment under purchase accounting   (100)    
Lifecycle Marketing Group Limited        
Business Acquisition [Line Items]        
Equity interest acquired (percentage)     100.00%  
FitNow, Inc.        
Business Acquisition [Line Items]        
Equity interest acquired (percentage)     100.00%  
Fiscal 2022 Acquisitions        
Business Acquisition [Line Items]        
Goodwill     $ 95,737  
Increase (decrease) in goodwill from adjustment under purchase accounting     4,500  
Revenue of acquiree since acquisition date     33,000  
Total consideration of transactions     121,700  
Fair value of assets   $ 7,400    
Expected income tax deductible amount     1,200  
Goodwill, increase (decrease) in connection with contract liability     $ 3,200  
Unfavorable contract liability, accretion period     3 years  
Accounts receivable     $ 7,433  
Fiscal 2022 Acquisitions | Cybersecurity and Martech        
Business Acquisition [Line Items]        
Increase (decrease) in goodwill from adjustment under purchase accounting     $ (100)  
Series of Individually Immaterial Business Acquisitions        
Business Acquisition [Line Items]        
Number of immaterial acquisitions | acquisition   2   4
Fiscal 2021 Acquisitions        
Business Acquisition [Line Items]        
Goodwill       $ 97,032
Total consideration of transactions       160,400
Fair value of assets       9,500
Expected income tax deductible amount       42,100
Revenues contributed through acquisitions       39,900
Gross amount due under contracts       9,900
Amount expected to be uncollectible       400
Accounts receivable       9,513
SEOmoz Acquisition        
Business Acquisition [Line Items]        
Goodwill $ 41,329     41,300
Total consideration of transactions 67,000      
Expected income tax deductible amount       0
Revenues contributed through acquisitions       $ 25,600
Gross amount due under contracts 3,600      
Amount expected to be uncollectible 300      
Accounts receivable $ 3,278      
v3.24.0.1
Business Acquisitions - Allocation of Aggregate Purchase Consideration (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Jun. 04, 2021
Business Acquisition [Line Items]        
Goodwill $ 1,546,065 $ 1,591,474 $ 1,531,455  
Fiscal 2022 Acquisitions        
Business Acquisition [Line Items]        
Accounts receivable   7,433    
Prepaid expenses and other current assets   4,915    
Property and equipment   369    
Operating lease right-of-use assets, noncurrent   545    
Goodwill   95,737    
Other long-term assets   11    
Accounts payable and accrued expenses   (6,221)    
Deferred revenue   (21,474)    
Deferred tax liability   (10,140)    
Other long-term liabilities   (516)    
Total   121,704    
Fiscal 2022 Acquisitions | Trade names        
Business Acquisition [Line Items]        
Finite-lived intangibles   12,839    
Fiscal 2022 Acquisitions | Customer relationships        
Business Acquisition [Line Items]        
Finite-lived intangibles   20,040    
Fiscal 2022 Acquisitions | Other intangibles        
Business Acquisition [Line Items]        
Finite-lived intangibles   $ 18,166    
Fiscal 2021 Acquisitions        
Business Acquisition [Line Items]        
Accounts receivable     9,513  
Prepaid expenses and other current assets     1,655  
Property and equipment     2,188  
Operating lease right-of-use assets, noncurrent     5,888  
Goodwill     97,032  
Other long-term assets     62  
Deferred tax asset     230  
Accounts payable and accrued expenses     (5,863)  
Deferred revenue     (9,491)  
Operating lease liabilities, current     (7,191)  
Other current liabilities     (14)  
Deferred tax liability     (9,237)  
Other long-term liabilities     (1,511)  
Total     160,449  
Fiscal 2021 Acquisitions | Trade names        
Business Acquisition [Line Items]        
Finite-lived intangibles     16,349  
Fiscal 2021 Acquisitions | Customer relationships        
Business Acquisition [Line Items]        
Finite-lived intangibles     21,945  
Fiscal 2021 Acquisitions | Other intangibles        
Business Acquisition [Line Items]        
Finite-lived intangibles     38,894  
SEOmoz Acquisition        
Business Acquisition [Line Items]        
Accounts receivable       $ 3,278
Prepaid expenses and other current assets       1,547
Property and equipment       1,845
Operating lease right-of-use assets, noncurrent       5,888
Goodwill     $ 41,300 41,329
Other long-term assets       62
Accounts payable and accrued expenses       (2,655)
Deferred revenue       (6,398)
Operating lease liabilities, current       (7,191)
Other current liabilities       (14)
Deferred tax liability       (5,327)
Other long-term liabilities       (550)
Total       66,997
SEOmoz Acquisition | Trade names        
Business Acquisition [Line Items]        
Finite-lived intangibles       7,406
SEOmoz Acquisition | Customer relationships        
Business Acquisition [Line Items]        
Finite-lived intangibles       5,000
SEOmoz Acquisition | Other intangibles        
Business Acquisition [Line Items]        
Finite-lived intangibles       $ 22,777
v3.24.0.1
Business Acquisitions - Supplementary Information on Unaudited Pro Forma Financial Basis (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Fiscal 2022 Acquisitions    
Revenues $ 1,407,300 $ 1,461,178
Net income from continuing operations $ 64,877 $ 398,201
Income per common share from continuing operations - Basic (in dollars per share) $ 1.38 $ 8.67
Income per common share from continuing operations - Diluted (in dollars per share) $ 1.38 $ 8.31
Fiscal 2021 Acquisitions    
Revenues   $ 1,482,323
Net income from continuing operations   $ 416,348
Income per common share from continuing operations - Basic (in dollars per share)   $ 9.06
Income per common share from continuing operations - Diluted (in dollars per share)   $ 8.69
SEOmoz Acquisition    
Revenues   $ 1,438,099
Net income from continuing operations   $ 406,281
Income per common share from continuing operations - Basic (in dollars per share)   $ 8.84
Income per common share from continuing operations - Diluted (in dollars per share)   $ 8.48
v3.24.0.1
Business Acquisitions - Contractual Obligations (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Business Combination and Asset Acquisition [Abstract]  
2024 $ 12,483
2025 212
Contractual obligation $ 12,695
v3.24.0.1
Investments - Narrative (Details)
 1 Months Ended 12 Months Ended
Jul. 31, 2023
USD ($)
Sep. 30, 2022
shares
Jun. 30, 2022
shares
Dec. 31, 2023
USD ($)
investment
shares
Dec. 31, 2022
USD ($)
investment
shares
Dec. 31, 2021
USD ($)
May 19, 2023
Apr. 12, 2022
USD ($)
Unusual or Infrequent Item, or Both [Line Items]                
Equity securities, shares owned (in shares) | shares       1,000,000 1,100,000      
Carrying value of investment       $ 27,100,000 $ 58,400,000      
Debt conversion, converted instrument, shares issued | shares   500,000 2,300,000          
Aggregate purchase price         $ 112,300,000      
Shares sold (in shares) | shares       52,393 73,919      
Impairment loss           $ 16,700,000    
Proceeds from sale of equity securities without readily determinable fair value           14,300,000    
Realized loss on securities           300,000    
Equity securities, cumulative impairment loss           40,500,000    
Cumulative gross unrealized gains on investment in corporate debt securities       $ 700,000 $ 600,000      
Number of investments in an unrealized loss position | investment       0 0      
Other-than-temporary impairment losses recognized on debt securities       $ 0 $ 0 0    
(Loss) income from equity method investment, net of income taxes       (9,329,000) (7,730,000) $ 35,845,000    
Equity method investments       99,900,000 112,300,000      
Corporate Debt Securities                
Unusual or Infrequent Item, or Both [Line Items]                
Available for sale, debt securities, coupon rate             6.00% 4.00%
Aggregate value               $ 15,000,000.0
Investment in corporate debt securities       $ 15,700,000 15,600,000      
Corporate Debt Securities | Minimum                
Unusual or Infrequent Item, or Both [Line Items]                
Debt securities, term       1 year        
Corporate Debt Securities | Maximum                
Unusual or Infrequent Item, or Both [Line Items]                
Debt securities, term       5 years        
Xyla, Inc.                
Unusual or Infrequent Item, or Both [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        
Secured Debt | Revolving Credit Facility                
Unusual or Infrequent Item, or Both [Line Items]                
Aggregate purchase price         $ 112,300,000      
Public Stock Offering                
Unusual or Infrequent Item, or Both [Line Items]                
Debt conversion, converted instrument, shares issued | shares         2,800,000      
v3.24.0.1
Investments - Gains (Losses) on Equity Securities (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Investments, Debt and Equity Securities [Abstract]      
Net losses during the period $ (28,138) $ (53,888)  
Less: gain (loss) on securities sold during the period 357 (46,743)  
Unrealized loss recognized during the period on short-term investments held at the reporting date $ (28,495) $ (7,145) $ 298,490
v3.24.0.1
Discontinued Operations and Dispositions - Consensus Spin-Off (Details) - USD ($)
$ in Thousands
 12 Months Ended
Oct. 07, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Oct. 07, 2020
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Restructuring and related activities, proceeds from spinoff $ 259,100        
Issuance of senior notes $ 500,000        
(Gain) loss on extinguishment of debt, net   $ 0 $ (11,505) $ 5,274  
Bridge Loan | Bridge Loan          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
(Gain) loss on extinguishment of debt, net       8,800  
6.0% Senior Notes | Senior Notes          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Stated interest rate         6.00%
J2 Global | Discontinued Operations          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
(Gain) loss on extinguishment of debt, net       8,750  
Net reimbursement for Consensus       11,600  
Income tax expense     $ 1,709 $ 30,694  
v3.24.0.1
Discontinued Operations and Dispositions - Key Components Of Cash Flows From Discontinued Operations (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Loss on debt extinguishment $ 0 $ (11,505) $ 5,274
Deferred taxes $ (30,017) $ (12,991) (21,447)
Discontinued Operations | J2 Global      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Capital expenditures     15,252
Depreciation and amortization     9,010
Loss on debt extinguishment     8,750
Deferred taxes     $ 8,015
v3.24.0.1
Discontinued Operations and Dispositions - Key Components of Income From Discontinued Operations (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
(Loss) income from discontinued operations, net of income taxes $ 0 $ (1,709) $ 95,319
Discontinued Operations | J2 Global      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Revenues   0 270,248
Direct costs   0 (44,306)
Sales and marketing   0 (40,980)
Research, development and engineering   0 (5,814)
General, administrative, and other related costs   0 (39,279)
Interest expense and other   0 (13,856)
Income before income taxes   0 126,013
Income tax expense   (1,709) (30,694)
(Loss) income from discontinued operations, net of income taxes   $ (1,709) $ 95,319
v3.24.0.1
Discontinued Operations and Dispositions B2B Backup and Voice Asset Sales (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Loss on sale of businesses $ 0 $ 0 $ (21,798)
Goodwill impairment on business $ 56,850 $ 27,369 32,629
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Voice Assets      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Loss on sale of businesses     2,800
Disposal Group, Disposed of by Sale, Not Discontinued Operations | B2B Backup Business      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Loss on sale of businesses     (24,600)
Disposal Group, Held-for-sale, Not Discontinued Operations | B2B Backup Business      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Goodwill impairment on business     $ 32,600
v3.24.0.1
Fair Value Measurements - Narrative (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
Oct. 07, 2020
Nov. 15, 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Unrealized (loss) gain on short-term investments held at the reporting date, net $ (28,500) $ (7,100)      
Short-term investments $ 27,109 $ 58,421      
4.625% Senior Notes Due in 2030 | 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%   1.75%
Measurement Input, Discount Rate          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Measurement input 0.13 0.14      
Measurement Input, Conversion Term          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Debt securities, term   1 year      
Measurement Input, Conversion Term | Minimum          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Debt securities, term 11 months        
Measurement Input, Conversion Term | Maximum          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Debt securities, term 2 years 8 months        
v3.24.0.1
Fair Value Measurements - Fair Values of Financial Instruments Measured On Recurring Basis (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Apr. 12, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Consensus common stock $ 27,100 $ 58,400  
Estimate of Fair Value Measurement      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Consensus common stock 27,109 58,421  
Investment in corporate debt securities 15,699 15,586  
Total assets measured at fair value 383,736 386,017  
Contingent consideration 2,834 555  
Total liabilities measured at fair value 2,834 555  
Carrying Value      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Consensus common stock 27,109 58,421  
Investment in corporate debt securities 15,699 15,586  
Total assets measured at fair value 383,736 386,017  
Contingent consideration 2,834 555  
Total liabilities measured at fair value 2,834 555  
Money market and other funds | Estimate of Fair Value Measurement      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Money market and other funds 340,928 312,010  
Money market and other funds | Carrying Value      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Money market and other funds 340,928 312,010  
Corporate Debt Securities      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Investment in corporate debt securities     $ 15,000
Level 1 | Estimate of Fair Value Measurement      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Consensus common stock 27,109 58,421  
Investment in corporate debt securities 0 0  
Total assets measured at fair value 368,037 370,431  
Contingent consideration 0 0  
Total liabilities measured at fair value 0 0  
Level 1 | Money market and other funds | Estimate of Fair Value Measurement      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Money market and other funds 340,928 312,010  
Level 2 | Estimate of Fair Value Measurement      
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 0 0  
Contingent consideration 0 0  
Total liabilities measured at fair value 0 0  
Level 2 | Money market and other funds | Estimate of Fair Value Measurement      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Money market and other funds 0 0  
Level 3 | Estimate of Fair Value Measurement      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Consensus common stock 0 0  
Investment in corporate debt securities 15,699 15,586  
Total assets measured at fair value 15,699 15,586  
Contingent consideration 2,834 555  
Total liabilities measured at fair value 2,834 555  
Level 3 | Money market and other funds | Estimate of Fair Value Measurement      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Money market and other funds $ 0 $ 0  
v3.24.0.1
Fair Value Measurements - Reconciliation of Level 3 Financial Liabilities Measured on Recurring Basis (Details) - Level 3 - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Contingent Consideration Arrangements    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Balance as of January 1 $ 555 $ 5,775
Fair value at date of acquisition 2,834 555
Fair value adjustments (200) (2,575)
Payments (355) (3,200)
Balance as of December 31 2,834 555
Corporate Debt Securities    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Balance as of January 1 15,586 0
Fair value at date of acquisition 0 15,000
Fair value adjustments 113 586
Payments 0 0
Balance as of December 31 $ 15,699 $ 15,586
v3.24.0.1
Fair Value Measurements - Carrying and Fair Value (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
4.625% Senior Notes Due in 2030 | Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Fair value of debt instruments $ 456,796 $ 456,400
4.625% Senior Notes Due in 2030 | Estimate of Fair Value Measurement    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Fair value of debt instruments 405,408 390,908
1.75% Convertible Notes | Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Fair value of debt instruments 544,516 542,653
1.75% Convertible Notes | Estimate of Fair Value Measurement    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Fair value of debt instruments $ 519,492 $ 548,411
v3.24.0.1
Property and Equipment - Summary of Property and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 515,184 $ 433,770
Less: Accumulated depreciation and amortization (327,015) (255,586)
 Total property and equipment, net 188,169 178,184
Computer hardware, software and related equipment    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 502,564 424,275
Furniture and equipment    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 2,836 881
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 9,784 $ 8,614
v3.24.0.1
Property and Equipment - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Property And Equipment [Abstract]      
Depreciation and amortization expense $ 92.1 $ 76.7 $ 63.6
Disposals of long-lived assets $ 0.0 $ 0.2 $ 11.0
v3.24.0.1
Goodwill and Intangible Assets - Changes in Carrying Amounts of Goodwill (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Goodwill [Roll Forward]      
Beginning balance $ 1,591,474 $ 1,531,455  
Goodwill acquired (Note 4) 6,451 95,737  
Goodwill impairment (56,850) (27,369) $ (32,629)
Purchase accounting adjustments (72) 4,338  
Foreign exchange translation 5,062 (12,687)  
Ending balance 1,546,065 1,591,474 1,531,455
Reportable segments | Digital Media      
Goodwill [Roll Forward]      
Beginning balance 1,065,989 996,659  
Goodwill acquired (Note 4) 6,451 95,737  
Goodwill impairment (56,850) (27,369)  
Purchase accounting adjustments (72) 4,475  
Foreign exchange translation 1,362 (3,513)  
Ending balance 1,016,880 1,065,989 996,659
Reportable segments | Cybersecurity and Martech      
Goodwill [Roll Forward]      
Beginning balance 525,485 534,796  
Goodwill acquired (Note 4) 0 0  
Goodwill impairment 0 0  
Purchase accounting adjustments 0 (137)  
Foreign exchange translation 3,700 (9,174)  
Ending balance $ 529,185 $ 525,485 $ 534,796
v3.24.0.1
Goodwill and Intangible Assets - Narrative (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
reporting_unit
Dec. 31, 2022
USD ($)
reporting_unit
Dec. 31, 2021
USD ($)
Finite-Lived Intangible Assets [Line Items]      
Goodwill impairment on business $ 56,850 $ 27,369 $ 32,629
Goodwill 1,546,065 1,591,474 1,531,455
Amortization expense $ 144,900 156,700 185,700
Digital Media      
Finite-Lived Intangible Assets [Line Items]      
Number of reporting units | reporting_unit 7    
Accumulated impairment losses $ 84,200 27,400  
Digital Media | Reportable segments      
Finite-Lived Intangible Assets [Line Items]      
Goodwill impairment on business 56,850 27,369  
Goodwill 1,016,880 $ 1,065,989 $ 996,659
Digital Media | Reportable segments | Digital Media Subsegment      
Finite-Lived Intangible Assets [Line Items]      
Goodwill $ 79,200    
Number of reporting units | reporting_unit   2  
v3.24.0.1
Goodwill and Intangible Assets - Intangible Assets Subject to Amortization (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]    
Historical Cost $ 1,420,232 $ 1,431,385
Accumulated Amortization 1,094,826 968,570
Net 325,406 462,815
Trade names and trademarks    
Finite-Lived Intangible Assets [Line Items]    
Historical Cost 347,895 360,170
Accumulated Amortization 192,111 169,150
Net 155,784 191,020
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Historical Cost 692,634 687,798
Accumulated Amortization 555,384 479,741
Net 137,250 208,057
Other purchased intangibles    
Finite-Lived Intangible Assets [Line Items]    
Historical Cost 379,703 383,417
Accumulated Amortization 347,331 319,679
Net $ 32,372 63,738
Trademarks    
Finite-Lived Intangible Assets [Line Items]    
Historical Cost   98,500
Accumulated Amortization   43,700
Net   $ 54,800
v3.24.0.1
Goodwill And Intangible Assets - Expected Amortization Expenses for Intangible Assets Subject To Amortization (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]    
2024 $ 90,774  
2025 71,314  
2026 56,952  
2027 42,989  
2028 21,421  
Thereafter 41,956  
Net $ 325,406 $ 462,815
v3.24.0.1
Debt - Summary of Long-term Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Oct. 07, 2020
Nov. 15, 2019
Debt Instrument [Line Items]          
Less: Unamortized discount $ (2,463) $ (2,764)      
Deferred issuance costs (6,263) (8,221)      
Total long-term debt 1,001,312 999,053      
Revolving Credit Facility          
Debt Instrument [Line Items]          
Gross long-term debt 0 0      
Senior Notes | 4.625% Senior Notes Due in 2030          
Debt Instrument [Line Items]          
Stated interest rate       4.625%  
Gross long-term debt 460,038 460,038   $ 750,000  
Less: Unamortized discount (2,463) (2,764)      
Deferred issuance costs (779) (874)      
Total long-term debt 456,796 456,400      
Convertible Debt          
Debt Instrument [Line Items]          
Gross long-term debt 1,010,038 1,010,038      
Convertible Debt | 1.75% Convertible Notes          
Debt Instrument [Line Items]          
Stated interest rate     1.75%   1.75%
Gross long-term debt 550,000 550,000      
Deferred issuance costs (5,484) (7,347)     $ (2,800)
Total long-term debt $ 544,516 $ 542,653      
v3.24.0.1
Debt - Future Principal Payments for Debt (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Principal  
2024 $ 0
2025 0
2026 550,000
2027 0
2028 0
Thereafter 460,038
Total principal 1,010,038
Interest  
2024 30,902
2025 30,902
2026 30,902
2027 21,276
2028 21,276
Thereafter 42,554
Total interest $ 177,812
v3.24.0.1
Debt - Narrative (Details)
 1 Months Ended 3 Months Ended 12 Months Ended
Nov. 01, 2023
USD ($)
Sep. 15, 2022
USD ($)
Jun. 10, 2022
USD ($)
Oct. 08, 2021
USD ($)
Oct. 07, 2021
USD ($)
$ / shares
Oct. 06, 2021
Sep. 16, 2021
USD ($)
extension
Apr. 07, 2021
USD ($)
Oct. 07, 2020
USD ($)
fiscalQuarterPeriod
Nov. 15, 2019
USD ($)
tradingDay
$ / shares
shares
Jun. 10, 2014
USD ($)
Aug. 31, 2023
USD ($)
Sep. 30, 2022
USD ($)
shares
Jun. 30, 2022
USD ($)
shares
Dec. 31, 2021
USD ($)
Sep. 30, 2021
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
shares
Jan. 01, 2022
USD ($)
Debt Instrument [Line Items]                                        
Total interest expense related to 4.625% Senior Notes                                 $ 41,600,000 $ 37,100,000 $ 79,600,000  
Redemption premium                                 0 756,000 1,096,000  
(Gain) loss on extinguishment of debt, net                                 0 (11,505,000) 5,274,000  
Aggregate purchase price                                   112,300,000    
Repayments of long-term debt                                 0 166,904,000 512,388,000  
Reacquisition of 3.25% Convertible Notes, net of tax                                 0 0 390,526,000  
Debt conversion, converted instrument, shares issued | shares                         500,000 2,300,000            
Debt instrument, unamortized discount                                 2,463,000 2,764,000    
Debt issuance costs                                 6,263,000 8,221,000    
Issuance of senior notes         $ 500,000,000                              
Proceeds from bridge loan                                 0 0 485,000,000  
Revolving Credit Facility                                        
Debt Instrument [Line Items]                                        
Gross long-term debt                                 0 0    
Line of credit facility, maximum borrowing capacity               $ 100,000,000                        
Increases in commitment               250,000,000                        
Total aggregate commitment               $ 350,000,000                        
Bridge Loan | Base Rate | Minimum                                        
Debt Instrument [Line Items]                                        
Debt instrument, basis spread on variable rate               0.50%                        
Bridge Loan | Base Rate | Maximum                                        
Debt Instrument [Line Items]                                        
Debt instrument, basis spread on variable rate               1.25%                        
Bridge Loan | SOFR Rate | Minimum                                        
Debt Instrument [Line Items]                                        
Debt instrument, basis spread on variable rate               1.50%                        
Bridge Loan | SOFR Rate | Maximum                                        
Debt Instrument [Line Items]                                        
Debt instrument, basis spread on variable rate               2.25%                        
Revolving Credit Facility | Secured Debt                                        
Debt Instrument [Line Items]                                        
(Gain) loss on extinguishment of debt, net                                   600,000    
Aggregate purchase price                                   112,300,000    
Senior Notes | 4.625% Senior Notes Due in 2030                                        
Debt Instrument [Line Items]                                        
Stated interest rate                 4.625%                      
Face amount                 $ 750,000,000                      
Proceeds from debt, net of issuance costs                 742,700,000                      
(Gain) loss on extinguishment of debt, net                                     7,400,000  
Gross long-term debt                 $ 750,000,000               460,038,000 460,038,000    
Percentage principal outstanding to be eligible for redemption                 50.00%                      
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                      
Principal repurchased       $ 83,300,000                         290,000,000 181,238,000 25,391,000  
Extinguishment of debt, aggregate purchase price       $ 90,000,000                                
Aggregate purchase price                                   167,661,000 26,035,000  
Debt instrument, unamortized discount                                 2,463,000 2,764,000    
Effective interest rate                 4.70%                      
Debt issuance costs                                 779,000 874,000    
Senior Notes | 4.625% Senior Notes Due in 2030 | Debt Instrument, Redemption, Period One                                        
Debt Instrument [Line Items]                                        
Percentage of principal amount redeemed                 40.00%                      
Redemption price, percentage                 104.625%                      
Senior Notes | 4.625% Senior Notes Due in 2030 | Debt Instrument, Redemption, Period Two                                        
Debt Instrument [Line Items]                                        
Redemption price, percentage                 100.00%                      
Convertible Debt                                        
Debt Instrument [Line Items]                                        
Gross long-term debt                                 1,010,038,000 1,010,038,000    
Convertible Debt | 3.25% Convertible Notes                                        
Debt Instrument [Line Items]                                        
Total interest expense related to 4.625% Senior Notes                                     11,494,000  
Stated interest rate                     3.25%                  
Face amount                     $ 402,500,000                  
(Gain) loss on extinguishment of debt, net                                     $ (2,800,000)  
Contingent interest payment period                     6 months                  
Trading period                     5 days                  
Contingent interest, minimum trading price per principal amount                     $ 1,300                  
Conversion shares issued as extinguishment cost on 3.25% convertible notes (in shares) | shares                                     3,050,850  
Repayments of long-term debt                                     $ 402,400,000  
Convertible Debt | 1.75% Convertible Notes                                        
Debt Instrument [Line Items]                                        
Total interest expense related to 4.625% Senior Notes                                 19,232,000 11,634,000 $ 26,136,000  
Stated interest rate                   1.75%         1.75%       1.75%  
Face amount                   $ 550,000,000                    
Proceeds from debt, net of issuance costs                   $ 537,100,000                    
Interest expense $ 700,000                               7,700,000      
Interest expense paid                       $ 7,000,000                
Gross long-term debt                                 550,000,000 550,000,000    
Convertible debt conversion ratio         0.0093783 0.0079864                            
Debt conversion, converted instrument, shares issued | shares                   5,158,071                    
Convertible debt conversion price (in usd per share) | $ / shares         $ 106.63         $ 125.21                    
Gross debt issuance costs                   $ 12,900,000                    
Accumulated amortization of debt issuance costs                   $ 10,100,000                    
Effective interest rate                   5.50%                    
Debt issuance costs                   $ 2,800,000             $ 5,484,000 $ 7,347,000    
Convertible Debt | 1.75% Convertible Notes | Cumulative Effect, Period of Adoption, Adjustment                                        
Debt Instrument [Line Items]                                        
Stated interest rate                             1.75%       1.75%  
Debt instrument, unamortized discount                                       $ 87,300,000
Convertible Debt | 1.75% Convertible Notes | 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                    
Convertible Debt | 1.75% Convertible Notes | 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 | Bridge Loan                                        
Debt Instrument [Line Items]                                        
(Gain) loss on extinguishment of debt, net                                     $ 8,800,000  
Line of credit facility, maximum borrowing capacity             $ 485,000,000                          
Number of extensions | extension             2                          
Debt instrument, duration fee percentage             0.25%                          
Debt instrument, funding fee percentage             0.50%                          
Costs and interest incurred                             $ 1,100,000 $ 5,200,000     $ 6,300,000  
Bridge Loan | Bridge Loan | Base Rate | Initial Funding                                        
Debt Instrument [Line Items]                                        
Derivative variable rate             2.00%                          
Bridge Loan | Bridge Loan | Base Rate | Six To Twelve Months After Funding Member                                        
Debt Instrument [Line Items]                                        
Derivative variable rate             2.50%                          
Bridge Loan | Bridge Loan | Base Rate | Twelve Months After Funding Until Repayment                                        
Debt Instrument [Line Items]                                        
Derivative variable rate             3.00%                          
Bridge Loan | Bridge Loan | Fed Funds Effective Rate Overnight Index Swap Rate                                        
Debt Instrument [Line Items]                                        
Debt instrument, basis spread on variable rate               0.50%                        
Bridge Loan | Bridge Loan | SOFR Rate                                        
Debt Instrument [Line Items]                                        
Derivative variable rate               1.00%                        
Bridge Loan | Bridge Loan | LIBOR Rate | Initial Funding                                        
Debt Instrument [Line Items]                                        
Derivative variable rate             3.00%                          
Bridge Loan | Bridge Loan | LIBOR Rate | Six To Twelve Months After Funding Member                                        
Debt Instrument [Line Items]                                        
Derivative variable rate             3.50%                          
Bridge Loan | Bridge Loan | LIBOR Rate | Twelve Months After Funding Until Repayment                                        
Debt Instrument [Line Items]                                        
Derivative variable rate             4.00%                          
Line of Credit | Credit Agreement                                        
Debt Instrument [Line Items]                                        
Debt instrument, leverage ratio, maximum                                 4.00      
Debt instrument, interest coverage ratio, minimum                                 3.00      
Line of Credit | Credit Agreement | Secured Debt                                        
Debt Instrument [Line Items]                                        
Face amount   $ 22,300,000 $ 90,000,000                                  
Aggregate purchase price   $ 22,300,000                                    
Maturity date, period after funding date     60 days                                  
Proceeds from bridge loan                         $ 22,300,000 $ 90,000,000            
Line of Credit | Credit Agreement | Secured Debt | Fed Funds Effective Rate Overnight Index Swap Rate                                        
Debt Instrument [Line Items]                                        
Derivative variable rate     0.50%                                  
Line of Credit | Credit Agreement | Secured Debt | LIBOR Rate                                        
Debt Instrument [Line Items]                                        
Derivative variable rate     1.00%                                  
v3.24.0.1
Debt - Repurchases (Details) - USD ($)
$ in Thousands
 12 Months Ended
Oct. 08, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Debt Instrument [Line Items]        
Aggregate purchase price     $ 112,300  
4.625% Senior Notes Due in 2030 | Senior Notes        
Debt Instrument [Line Items]        
Principal repurchased $ 83,300 $ 290,000 181,238 $ 25,391
Aggregate purchase price     167,661 26,035
(Gain) Loss on repurchase     $ (12,060) $ 644
v3.24.0.1
Debt - Additional Information Related to Senior Notes (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Oct. 07, 2020
Debt Instrument [Line Items]      
Less: Unamortized discount $ (2,463) $ (2,764)  
Less: Debt issuance costs (6,263) (8,221)  
Total long-term debt 1,001,312 999,053  
4.625% Senior Notes Due in 2030 | Senior Notes      
Debt Instrument [Line Items]      
Principal amount of 4.625% Senior Notes 460,038 460,038 $ 750,000
Less: Unamortized discount (2,463) (2,764)  
Less: Debt issuance costs (779) (874)  
Total long-term debt $ 456,796 $ 456,400  
v3.24.0.1
Debt - Components of Interest Expense for Senior Notes (Details) - 4.625% Senior Notes Due in 2030 - Senior Notes - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Oct. 07, 2020
Debt Instrument [Line Items]        
Stated interest rate       4.625%
Coupon interest expense $ 21,159 $ 24,500 $ 33,899  
Non-cash amortization of discount on convertible notes 301 333 529  
Amortization of debt issuance costs 95 109 66  
Total interest expense $ 21,555 $ 24,942 $ 34,494  
v3.24.0.1
Debt - Additional Information Related to Convertible Notes (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Nov. 15, 2019
Debt Instrument [Line Items]        
Additional paid-in capital $ 472,201 $ 439,681    
Less: Unamortized discount (2,463) (2,764)    
Deferred issuance costs (6,263) (8,221)    
Long-term debt 1,001,312 999,053    
Convertible Debt        
Debt Instrument [Line Items]        
Principal amount of 1.75% Convertible Notes 1,010,038 1,010,038    
1.75% Convertible Notes | Convertible Debt        
Debt Instrument [Line Items]        
Stated interest rate     1.75% 1.75%
Principal amount of 1.75% Convertible Notes 550,000 550,000    
Deferred issuance costs (5,484) (7,347)   $ (2,800)
Long-term debt $ 544,516 $ 542,653    
v3.24.0.1
Debt - Components of Interest Expense Related to Convertible Notes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Debt Instrument [Line Items]      
Total interest expense $ 41,600 $ 37,100 $ 79,600
3.25% Convertible Notes | Convertible Debt      
Debt Instrument [Line Items]      
Coupon interest expense     5,994
Non-cash amortization of discount on convertible notes     4,645
Amortization of debt issuance costs     855
Total interest expense     11,494
1.75% Convertible Notes | Convertible Debt      
Debt Instrument [Line Items]      
Coupon interest expense 17,369 9,776 9,625
Non-cash amortization of discount on convertible notes 0 0 15,338
Amortization of debt issuance costs 1,863 1,858 1,173
Total interest expense $ 19,232 $ 11,634 $ 26,136
v3.24.0.1
Leases - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Lessee, Lease, Description [Line Items]      
Operating lease renewal term 5 years    
Operating lease, impairment loss $ 2.2 $ 1.0 $ 12.7
Sublease income 6.0 $ 6.8 $ 2.0
Future minimum payments due $ 7.2    
Minimum      
Lessee, Lease, Description [Line Items]      
Operating lease terms 3 years    
Maximum      
Lessee, Lease, Description [Line Items]      
Operating lease terms 5 years    
v3.24.0.1
Leases - Balance Sheet and Other Supplemental Operating Lease Information (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]    
Operating lease right-of-use assets $ 24,564 $ 40,640
Operating lease liabilities, current 15,801 22,153
Operating lease liabilities, noncurrent 16,626 33,996
Total operating lease liabilities $ 32,427 $ 56,149
Weighted average remaining lease term 3 years 3 years 3 months 18 days
Weighted average discount rate 3.27% 3.08%
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other assets Other assets
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Other assets Other assets
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Prepaid expenses and other current assets Prepaid expenses and other current assets
v3.24.0.1
Leases - Components of Lease Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]    
Operating lease cost $ 15,065 $ 17,656
Short-term lease cost 1,070 1,127
Total lease cost $ 16,135 $ 18,783
v3.24.0.1
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]    
2024 $ 16,950  
2025 7,395  
2026 4,598  
2027 2,483  
2028 837  
Thereafter 1,839  
Total lease payments 34,102  
Less: Imputed interest 1,675  
Present value of operating lease liabilities $ 32,427 $ 56,149
v3.24.0.1
Commitments and Contingencies (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]    
Estimate of possible loss $ 28.1 $ 25.5
v3.24.0.1
Income Taxes - Provision for Income Tax (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Current:      
Federal $ (29,040) $ (42,698) $ 8,435
State (8,179) (12,184) 248
Foreign (16,940) (16,066) (15,931)
Total current (54,159) (70,948) (7,248)
Deferred:      
Federal 20,817 12,667 17,132
State 7,177 (1,577) 5,044
Foreign 2,023 1,901 (729)
Total deferred 30,017 12,991 21,447
Income tax (expense) benefit from continuing operations $ (24,142) $ (57,957) $ 14,199
v3.24.0.1
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate with Effective Income Tax Rate (Details)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]      
Statutory tax rate 21.00% 21.00% 21.00%
State income taxes, net 6.50% 5.00% (1.30%)
Foreign rate differential 3.10% 1.00% (0.30%)
Foreign income inclusion 6.00% 5.40% 0.70%
Foreign tax credit (4.70%) (5.10%) (0.80%)
Reserve for uncertain tax positions (5.90%) (3.20%) (2.40%)
Valuation allowance 0.00% 0.00% (1.70%)
Impact on deferred taxes of enacted tax law and rate changes 0.60% 1.40% (0.50%)
Tax credits and incentives (8.40%) (5.00%) (1.50%)
Impairment of goodwill 16.00% 0.00% 0.00%
Mark-to market on investment in Consensus 0.00% 22.10% (18.00%)
Return to provision adjustments (5.10%) 1.10% 0.50%
Executive compensation 2.40% 1.50% 0.70%
Other 0.70% (1.00%) (0.40%)
Effective tax rates 32.20% 44.20% (4.00%)
v3.24.0.1
Income Taxes - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Taxes [Line Items]        
Tax expense recognized from deferred tax liability $ 13,400,000      
Effective income tax rate reconciliation, tax exempt income, amount     $ 298,500,000  
Total deferred tax assets 76,887,000 $ 80,827,000    
Valuation allowance 1,720,000 1,699,000 1,812,000 $ 8,262,000
Deferred tax asset, interest carryforward 1,900,000      
Undistributed earnings from foreign subsidiaries 272,400,000      
Prepaid tax payments 4,700,000 3,200,000    
Income before income taxes, domestic operations 25,800,000 71,800,000 279,700,000  
Income before income taxes, foreign operations 49,200,000 59,400,000 71,700,000  
Unrecognized tax benefits 29,158,000 34,208,000 39,527,000 $ 46,032,000
Unrecognized tax benefits, if recognized, would affect the Company’s effective tax rat 27,400,000 32,700,000 35,600,000  
Unrecognized tax benefits, interest and penalties accrued 7,100,000 6,300,000 5,700,000  
Unrecognized tax benefits, interest and penalty expense (benefit) 700,000 $ 700,000 $ (1,500,000)  
Domestic Tax Authority | Capital Loss Carryforward        
Income Taxes [Line Items]        
Tax credit carryforward, amount 21,800,000      
State and Local Jurisdiction | Research Tax Credit Carryforward        
Income Taxes [Line Items]        
Tax credit carryforward, amount 5,400,000      
Foreign Tax Authority        
Income Taxes [Line Items]        
Tax credit carryforward, amount 0      
Domestic Tax Authority        
Income Taxes [Line Items]        
Net operating loss carryforwards (“NOLs”) 9,100,000      
NOLs subject to expiration 7,500,000      
NOLs not subject to expiration $ 1,600,000      
v3.24.0.1
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Deferred tax assets:        
Net operating loss and other carryforwards $ 15,762 $ 19,513    
Tax credit carryforwards 4,743 4,222    
Accrued expenses 14,629 10,702    
Allowance for bad debt 2,003 1,445    
Share-based compensation expense 6,097 3,885    
Operating lease liabilities 6,320 16,756    
Basis difference in fixed assets 22,191 14,642    
Deferred revenue 2,420 2,994    
State taxes 1,974 4,447    
Other 2,468 3,920    
Deferred tax assets, gross 78,607 82,526    
Less: valuation allowance (1,720) (1,699) $ (1,812) $ (8,262)
Total deferred tax assets 76,887 80,827    
Deferred tax liabilities:        
Operating lease right-of-use assets (4,618) (14,008)    
Basis difference in intangible assets (86,712) (101,797)    
Unrealized gains on investments (13,512) (24,123)    
Prepaid insurance (2,835) (2,744)    
Other (5,982) (8,639)    
Total deferred tax liabilities (113,659) (151,311)    
Net deferred tax liabilities $ (36,772) $ (70,484)    
v3.24.0.1
Income Taxes - Schedule of Valuation Allowance (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Deferred Tax Assets, Valuation Allowance [Roll Forward]      
Beginning balance $ 1,699 $ 1,812 $ 8,262
Charges to costs and expenses 21 0 178
Write-offs and recoveries 0 (113) (6,628)
Ending balance $ 1,720 $ 1,699 $ 1,812
v3.24.0.1
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Beginning balance $ 34,208 $ 39,527 $ 46,032
Increases related to tax positions during a prior year 218 0 3,448
Decreases related to tax positions taken during a prior year (1,023) (2,816) (5,511)
Increases related to tax positions taken in the current year 744 819 4,675
Decreases related to expiration of statute of limitations (4,989) (3,322) (9,117)
Ending balance $ 29,158 $ 34,208 $ 39,527
v3.24.0.1
Stockholders' Equity - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended 41 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2023
Aug. 06, 2020
Jun. 10, 2014
Class of Stock [Line Items]            
Number of shares purchased from plan participants (in shares) 69,622 72,886 251,946      
Decrease for tax withholding obligation $ 4.6 $ 7.0 $ 30.6      
2020 Repurchase Program            
Class of Stock [Line Items]            
Maximum number of shares authorized to be repurchased (in shares)         10,000,000  
Shares repurchased under the program (in shares) 1,585,846 736,536 445,711 5,258,692    
Repurchases of shares of stock $ 104.9 $ 71.3 $ 47.7      
Value of shares repurchased       $ 401.8    
Number of remaining shares available for purchase (in shares) 4,741,308     4,741,308    
3.25% Convertible Notes | Convertible Debt            
Class of Stock [Line Items]            
Stated interest rate           3.25%
Conversion shares issued as extinguishment cost on 3.25% convertible notes (in shares)     3,050,850      
v3.24.0.1
Share-Based Compensation - Narrative (Details)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
factor
$ / shares
shares
Dec. 31, 2022
USD ($)
$ / shares
shares
Dec. 31, 2021
USD ($)
$ / shares
shares
Dec. 31, 2020
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Number of options outstanding (in shares) 435,135 435,135 440,574 475,601
Options exercisable (in shares) 271,959 217,567 168,614  
Options exercisable (in dollars per share) | $ / shares $ 68.97 $ 68.97 $ 67.62  
Exercise of stock options (in shares) 0 5,439 70,776  
Total intrinsic values of options exercised in period | $   $ 400 $ 5,800  
Total fair value of options vested | $ $ 1,000 1,100 1,000  
Proceeds from exercise of stock options | $ 0 148 2,939  
Tax benefit realized for the tax deductions from option exercises | $   300 1,900  
Issuance of common stock under employee stock purchase plan | $ $ 8,727 $ 9,431 $ 9,231  
Restricted Stock Units (RSUs)        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based compensation arrangement by share-based payment award, non-option equity instruments, outstanding, number 777,197 464,354 360,743 209,784
Share-based payment arrangement, price target, increase (decrease) | $ / shares $ 21.41      
Unrecognized compensation expense, period for recognition 2 years 4 months 24 days      
Restricted stock and restricted units granted (in shares) 473,155 254,215 319,345  
Share-based Payment Arrangement, Option        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Incremental award ratio | factor 1.09      
Expiration period 10 years      
Unrecognized compensation expense | $ $ 1,900      
Unrecognized compensation expense, period for recognition 2 years      
Expected term (in years) 6 months 6 months 6 months  
Restricted Stock and Restricted Stock Unit        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Restricted stock and restricted units granted (in shares) 305,549 154,022 246,251  
Restricted Stock and Restricted Stock Unit | Board of Directors        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Award vesting periods 1 year      
Restricted Stock and Restricted Stock Unit | Chief Executive Officer        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Award vesting periods 8 years      
Market-based Restricted Stock Awards        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unrecognized compensation expense, period for recognition 1 year 10 months 24 days      
Restricted stock and restricted units granted (in shares) 167,606 100,193 73,094  
Weighted-average grant-date fair values of restricted stock awards granted (in dollars per share) | $ / shares $ 70.06 $ 87.11 $ 94.40  
Restricted Stock and Restricted Stock Unit, Market-based Restricted Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Tax benefit realized for the tax deductions from option exercises | $ $ 1,900 $ 2,800 $ 9,500  
Unrecognized compensation expense | $ 43,400      
Total fair value of restricted stock and restricted stock units vested | $ $ 11,300 $ 12,400 $ 68,100  
Minimum | Share-based Payment Arrangement, Option        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Award vesting periods 5 years      
Minimum | Restricted Stock and Restricted Stock Unit | Senior Staff        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Award vesting periods 4 years      
Minimum | Market-based Restricted Stock Awards        
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      
Maximum | Share-based Payment Arrangement, Option        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Award vesting periods 8 years      
Maximum | Restricted Stock and Restricted Stock Unit | Senior Staff        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Award vesting periods 5 years      
Maximum | Market-based Restricted Stock Awards        
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      
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      
Additional shares available for grant (in shares) 1,072,913      
2015 Stock Option Plan | Restricted Stock Units (RSUs)        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based compensation arrangement by share-based payment award, non-option equity instruments, outstanding, number 777,197      
2015 Stock Option Plan | Minimum        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Market value of common stock on the date of grant for incentive stock options 100.00%      
Employee Stock Purchase Plan | Common stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Maximum issuance of common stock (in shares) 2,000,000      
Market value of common stock on the date of grant for incentive stock options 85.00%      
Additional shares available for grant (in shares) 994,221      
Maximum employee subscription rate 15.00%      
Expected term (in years) 6 months      
Issuance of shares under Employee Stock Purchase Plan (in shares) 74,390 139,992 109,248  
Estimated forfeiture rates 12.54% 11.83% 11.15%  
Employee Stock Purchase Plan | Minimum | Employee Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Purchase price under the Purchase Plan (in usd per share) | $ / shares $ 53.80      
Employee Stock Purchase Plan | Maximum | Employee Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Purchase price under the Purchase Plan (in usd per share) | $ / shares $ 54.24      
v3.24.0.1
Share-Based Compensation - Effects of Share-based Compensation expense in the Condensed Consolidated Statements of Operations (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based compensation expense $ 31,920 $ 26,601 $ 24,129
Direct costs      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based compensation expense 262 341 306
Sales and marketing      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based compensation expense 2,686 3,083 1,288
Research, development and engineering      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based compensation expense 3,245 2,503 1,984
General, administrative, and other related costs      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based compensation expense $ 25,727 $ 20,674 $ 20,551
v3.24.0.1
Share-Based Compensation - Stock Option Activity (Details)
 12 Months Ended
Dec. 31, 2023
USD ($)
factor
$ / shares
shares
Dec. 31, 2022
$ / shares
shares
Dec. 31, 2021
$ / shares
shares
Number of Shares      
Beginning balance (in shares) | shares 435,135 440,574 475,601
Granted (in shares) | shares 0 0 0
Exercised (in shares) | shares 0 (5,439) (70,776)
Canceled (in shares) | shares 0 0 0
Adjustment due to Consensus Separation (in shares) | shares     35,749
Ending balance (in shares) | shares 435,135 435,135 440,574
Options exercisable (in shares) | shares 271,959 217,567 168,614
Vested and expected to vest (in shares) | shares 144,040    
Weighted-Average Exercise Price      
Beginning balance (in dollars per share) | $ / shares   $ 68.45 $ 69.61
Granted (in dollars per share) | $ / shares $ 0 0 0
Exercised (in dollars per share) | $ / shares 0 27.15 41.63
Canceled (in dollars per share) | $ / shares 0 0 0
Adjustment due to consensus separation (in dollars per share) | $ / shares     68.25
Ending balance (in dollars per share) | $ / shares 68.97   68.45
Options exercisable (in dollars per share) | $ / shares 68.97 $ 68.97 $ 67.62
Vested and expected to vest (in dollars per share) | $ / shares $ 68.97    
Weighted-Average Remaining Contractual Life (In Years)      
Options outstanding at December 31, 2023 4 years    
Exercisable at December 31, 2023 4 years    
Vested and expected to vest at December 31, 2023 4 years    
  Aggregate Intrinsic Value      
Options outstanding at December 31, 2023 | $ $ 0    
Exercisable at December 31, 2023 | $ 0    
Vested and expected to vest at December 31, 2023 | $ $ 0    
Share-based Payment Arrangement, Option      
  Aggregate Intrinsic Value      
Incremental award ratio | factor 1.09    
Share-based Payment Arrangement      
  Aggregate Intrinsic Value      
Incremental award ratio | factor 1.09    
v3.24.0.1
Share-Based Compensation - Valuation Assumptions of Market-based Restricted Stock Units Granted (Details) - Market-based Restricted Stock Awards - $ / shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Underlying stock price at valuation date (in dollars per share) $ 77.8 $ 99.32 $ 113.27
Expected volatility 32.00% 36.70% 30.30%
Risk-free interest rate 4.10% 1.80% 1.30%
v3.24.0.1
Share-Based Compensation - Restricted Stock and Restricted Stock Unit Award Activity (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Shares      
Adjustment due to Consensus Separation (in shares)     35,749
Weighted-Average Grant-Date Fair Value      
Adjustment due to consensus separation (in dollars per share)     $ 68.25
Number of Shares      
Adjustment due to Consensus Separation (in shares)     35,749
Restricted Stock      
Shares      
Beginning balance (in shares) 311,281 383,963 820,566
Granted (in shares) 0 0 0
Vested (in shares) (52,060) (67,762) (435,529)
Canceled (in shares) (322) (4,920) (33,194)
Adjustment due to Consensus Separation (in shares)     32,120
Ending balance (in shares) 258,899 311,281 383,963
Weighted-Average Grant-Date Fair Value      
Beginning balance (in dollars per share) $ 59.90 $ 62.66 $ 62.66
Granted (in dollars per share) 0 0 0
Vested (in dollars per share) 72.29 80.64 60.52
Canceled (in dollars per share) 77.75 84.77 83.23
Adjustment due to consensus separation (in dollars per share)     74.62
Ending balance (in dollars per share) $ 48.76 $ 59.90 $ 62.66
Number of Shares      
Granted (in shares) 0 0 0
Vested (in shares) (52,060) (67,762) (435,529)
Canceled (in shares) (322) (4,920) (33,194)
Adjustment due to Consensus Separation (in shares)     32,120
Restricted Stock Units (RSUs)      
Shares      
Granted (in shares) 473,155 254,215 319,345
Vested (in shares) (111,185) (115,523) (124,761)
Canceled (in shares) (49,127) (35,081) (60,201)
Adjustment due to Consensus Separation (in shares)     16,576
Number of Shares      
Beginning balance (in shares) 464,354 360,743 209,784
Granted (in shares) 473,155 254,215 319,345
Vested (in shares) (111,185) (115,523) (124,761)
Canceled (in shares) (49,127) (35,081) (60,201)
Adjustment due to Consensus Separation (in shares)     16,576
Ending balance (in shares) 777,197 464,354 360,743
Vested and expected to vest (in shares) 721,572    
Aggregate Intrinsic Value      
Outstanding at December 31, 2023 $ 52,219,866    
Vested and expected to vest at December 31, 2023 $ 48,482,422    
v3.24.0.1
Share-Based Compensation - Share-Based Compensation Expense Related to Purchase Plan (Details) - Share-based Payment Arrangement, Option
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Risk-free interest rate 3.35% 1.17% 0.05%
Expected term (in years) 6 months 6 months 6 months
Expected volatility 38.30% 40.70% 35.00%
v3.24.0.1
Defined Contribution 401(k) Savings Plan (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Retirement Benefits [Abstract]      
Expenses incurred for contributions $ 5.2 $ 5.1 $ 4.8
v3.24.0.1
Earnings Per Share - Components of Basic and Diluted Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Nov. 15, 2019
Numerator for basic and diluted net income per common share:        
Net income (loss) from continuing operations $ 41,503 $ 65,466 $ 401,395  
Net income available to participating securities (2) (20) (326)  
Convertible notes interest expense 0 0 0  
Net income available to the Company's common shareholders from continuing operations, basic 41,501 65,446 401,069  
Net income available to the Company's common shareholders from continuing operations, diluted $ 41,501 $ 65,446 $ 401,069  
Denominator:        
Basic weighted-average outstanding shares of common stock 46,400,941 46,954,558 45,893,928  
Diluted effect of:        
Equity incentive plans 63,320 71,291 311,585  
Convertible debt (in shares) 0 0 1,657,232  
Diluted weighted-average outstanding shares of common stock (in shares) 46,464,261 47,025,849 47,862,745  
Net income per share from continuing operations:        
Basic (in dollars per share) $ 0.89 $ 1.39 $ 8.74  
Diluted (in dollars per share) $ 0.89 $ 1.39 $ 8.38  
1.75% Convertible Notes | Convertible Debt        
Net income per share from continuing operations:        
Stated interest rate     1.75% 1.75%
Stock Options And Restricted Stock        
Net income per share from continuing operations:        
Antidilutive securities excluded from computation of earnings per share (in shares) 629,807 0 0  
Convertible Debt Securities        
Net income per share from continuing operations:        
Antidilutive securities excluded from computation of earnings per share (in shares) 5,158,071 5,158,071 0  
v3.24.0.1
Segment Information - Narrative (Details)
 12 Months Ended
Dec. 31, 2023
segment
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.24.0.1
Segment Information - Reconciliation of Total Segment Operating Income to Consolidated Operating Income (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Segment Reporting Information [Line Items]      
Total revenues $ 1,364,028 $ 1,390,997 $ 1,416,722
Total operating costs and expenses 1,231,417 1,192,056 1,249,382
Income from operations 132,611 198,941 167,340
Reportable segments      
Segment Reporting Information [Line Items]      
Total operating costs and expenses 1,179,979 1,141,865 1,189,082
Income from operations 184,049 249,132 227,640
Elimination of inter-segment revenues      
Segment Reporting Information [Line Items]      
Total revenues (152) (801) (1,189)
Total operating costs and expenses (152) (801) (1,189)
Corporate      
Segment Reporting Information [Line Items]      
Total revenues 0 0 0
Total operating costs and expenses 51,438 50,191 60,300
Income from operations (51,438) (50,191) (60,300)
Digital Media | Reportable segments      
Segment Reporting Information [Line Items]      
Total revenues 1,072,971 1,079,172 1,069,300
Total operating costs and expenses 931,980 880,240 851,807
Income from operations 140,991 198,932 217,493
Digital Media | Elimination of inter-segment revenues      
Segment Reporting Information [Line Items]      
Total revenues 200 800 800
Cybersecurity and Martech | Reportable segments      
Segment Reporting Information [Line Items]      
Total revenues 291,209 312,626 348,611
Total operating costs and expenses 248,151 262,426 338,464
Income from operations 43,058 50,200 10,147
Cybersecurity and Martech | Reportable segments | Revision of Prior Period, Adjustment      
Segment Reporting Information [Line Items]      
Total operating costs and expenses     19,200
Cybersecurity and Martech | Elimination of inter-segment revenues      
Segment Reporting Information [Line Items]      
Total revenues $ 0 $ 0 $ 400
v3.24.0.1
Segment Information - Total Capital Expenditures, Depreciation and Amortization (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Segment Reporting, Other Significant Reconciling Item [Line Items]      
Total capital expenditures $ 108,729 $ 106,154 $ 113,740
Total depreciation and amortization 236,966 233,400 258,303
Reportable segments      
Segment Reporting, Other Significant Reconciling Item [Line Items]      
Total capital expenditures 108,633 106,143 98,488
Total depreciation and amortization 236,939 233,372 249,005
Corporate      
Segment Reporting, Other Significant Reconciling Item [Line Items]      
Total capital expenditures 96 11 0
Total depreciation and amortization 27 28 288
Segment Reconciling Items      
Segment Reporting, Other Significant Reconciling Item [Line Items]      
Total capital expenditures 0 0 15,252
Total depreciation and amortization 0 0 9,010
Digital Media | Reportable segments      
Segment Reporting, Other Significant Reconciling Item [Line Items]      
Total capital expenditures 83,921 85,049 80,877
Total depreciation and amortization 184,321 184,658 193,661
Cybersecurity and Martech | Reportable segments      
Segment Reporting, Other Significant Reconciling Item [Line Items]      
Total capital expenditures 24,712 21,094 17,611
Total depreciation and amortization $ 52,618 $ 48,714 $ 55,344
v3.24.0.1
Segment Information - Revenues and Long-lived Assets by Geographic Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]      
Total revenues $ 1,364,028 $ 1,390,997 $ 1,416,722
Long-lived assets 212,733 218,824  
United States      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Total revenues 1,137,857 1,181,936 1,187,207
Long-lived assets 161,913 171,957  
All other countries      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Total revenues 226,171 209,061 $ 229,515
Long-lived assets $ 50,820 $ 46,867  
v3.24.0.1
Supplemental Cash Flow Information - Non-Cash (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Nov. 15, 2019
Jun. 10, 2014
Non-cash investing activity:          
Property and equipment, accrued but unpaid $ 55 $ 150 $ 50    
Right-of-use assets acquired in exchange for operating lease obligations 1,597 4,130 9,850    
Purchase of equity investments with common stock 13,500 0 0    
Disposition of investment in Consensus 0 112,286 0    
Non-cash financing activity:          
Conversion shares issued as extinguishment cost to redeem 3.25% Convertible Notes 0 0 431,952    
Reacquisition of 3.25% Convertible Notes, net of tax 0 0 390,526    
Disposition of investment   160,100      
Aggregate purchase price   112,300      
Loss on sale on investments   47,800      
1.75% Convertible Notes          
Non-cash financing activity:          
Repayments of Debt 0 112,286 $ 0    
1.75% Convertible Notes | Convertible Debt          
Non-cash financing activity:          
Stated interest rate     1.75% 1.75%  
4.625% Senior Notes Due in 2030          
Non-cash financing activity:          
Repayments of Debt $ 0 $ 0 $ 485,000    
3.25% Convertible Notes | Convertible Debt          
Non-cash financing activity:          
Stated interest rate         3.25%
v3.24.0.1
Supplemental Cash Flow Information - Supplemental Data (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Supplemental Cash Flow Elements [Abstract]      
Interest paid $ 38,653 $ 36,168 $ 54,479
Income taxes paid, net of refunds $ 64,594 $ 59,543 $ 61,162
v3.24.0.1
Supplemental Cash Flow Information - Operating Cash Outflows (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Supplemental Cash Flow Elements [Abstract]      
Operating cash outflows related to lease liabilities $ 23,230.0 $ 26,921.0 $ 27,798.0
v3.24.0.1
Accumulated Other Comprehensive Income - Summary of Changes in Accumulated Balances of Other Comprehensive (Loss) Income (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Beginning balance $ 1,892,611 $ 1,967,732 $ 1,211,018
Consensus separation     280,360
Net current period other comprehensive income (loss) 13,753 (28,151) (2,416)
Ending balance 1,892,998 1,892,611 1,967,732
Accumulated other comprehensive income (loss)      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Beginning balance (85,373) (57,222) (54,806)
Other comprehensive income before reclassifications 13,753 (32,207) (21,382)
Consensus separation   4,056 18,966
Ending balance (71,620) (85,373) (57,222)
Unrealized Gains (Losses) on Investments      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Beginning balance 441 169 283
Other comprehensive income before reclassifications 96 272 (114)
Consensus separation   0 0
Net current period other comprehensive income (loss) 96 272 (114)
Ending balance 537 441 169
Foreign Currency Translation      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Beginning balance (85,814) (57,391) (55,089)
Other comprehensive income before reclassifications 13,657 (32,479) (21,268)
Consensus separation   4,056 18,966
Net current period other comprehensive income (loss) 13,657 (28,423) (2,302)
Ending balance $ (72,157) $ (85,814) $ (57,391)
v3.24.0.1
Accumulated Other Comprehensive Income - Reclassification out of Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]      
Loss on investments, net $ 357 $ (46,743) $ (16,677)
Net income 0 0 (151)
Reclassification out of Accumulated Other Comprehensive Income      
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]      
Loss on investments, net 0 0 (151)
Income before income taxes $ 0 $ 0 $ (151)
v3.24.0.1
Related Party Transactions (Details) - USD ($)
$ in Thousands, shares in Millions
 3 Months Ended 12 Months Ended
Sep. 25, 2017
Dec. 31, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Related Party Transaction [Line Items]          
Equity securities, shares owned (in shares)     1.0 1.1  
Other (loss) income, net     $ (9,468) $ 8,437 $ 1,293
Variable interest entity, amount committed to invest $ 200,000        
Variable interest entity, ownership percentage 76.60%        
Annual management fee percentage 2.00%        
Entitled carried interest percentage 20.00%        
Fund investment period 6 years        
Equity method investments     99,900 112,300  
Distribution from equity method investment     $ 0 0 15,327
Fund          
Related Party Transaction [Line Items]          
Equity method investments $ 128,800        
Discontinued Operations | J2 Global          
Related Party Transaction [Line Items]          
Net reimbursement for Consensus         11,600
Related Party          
Related Party Transaction [Line Items]          
Management fees recognized       $ 1,500 3,000
Variable interest entity, amount of capital call notices received         22,200
Variable interest entity, amount paid         22,200
Distribution from equity method investment         15,300
Related Party | Discontinued Operations | J2 Global          
Related Party Transaction [Line Items]          
Net reimbursement for Consensus         11,600
Consensus Cloud Solutions          
Related Party Transaction [Line Items]          
Ownership percentage     5.00% 5.00%  
Consensus Cloud Solutions | Related Party          
Related Party Transaction [Line Items]          
Reimbursements from related party         11,700
Gain from reimbursement of costs         7,500
Other (loss) income, net   $ 8,500      
Expenses from transactions with related party       $ 1,200 2,100
Offset to lease expense       $ 1,500 500
Consensus Cloud Solutions | Related Party | Various Agreements          
Related Party Transaction [Line Items]          
Due from related parties   9,300     9,300
Consensus Cloud Solutions | Related Party | Services Provided Under Transition Services Agreement          
Related Party Transaction [Line Items]          
Due from related parties   2,100     2,100
Consensus Cloud Solutions | Related Party | Reimbursement Of Certain Transaction Related Costs And Other Reimbursements          
Related Party Transaction [Line Items]          
Due from related parties   $ 7,200     7,200
Consensus Cloud Solutions | Related Party | Discontinued Operations | J2 Global          
Related Party Transaction [Line Items]          
Net reimbursement for Consensus         $ 23,300
v3.24.0.1
Subsequent Event (Details) - Subsequent Event - TDS Gift Cards
$ in Millions
Feb. 05, 2024
USD ($)
Subsequent Event [Line Items]  
Equity interest acquired (percentage) 100.00%
Total consideration of transactions $ 48.0