What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-01 compared with 2020-03-02 · 64 added, 33 removed, 66 unchanged (60% of the section changed)

6 unchanged sentences

We have paid an increasing quarterly cash dividend in each subsequent calendar quarter through June 4, 2019.

The following is a summary of each dividend declared during fiscal year 2019 and 2018:

Declaration Date

Dividend per Common Share

February 2, 2018

February 22, 2018

March 9, 2018

August 8, 2018

August 20, 2018

September 4, 2018

October 29, 2018

November 19, 2018

December 5, 2018

February 6, 2019

February 25, 2019

March 12, 2019

The following is a summary of each dividend declared during fiscal year 2019:

Declaration Date Dividend per Common Share Record Date Payment Date

February 6, 2019 $ 0.4450 February 25, 2019 March 12, 2019

May 2, 2019 $ 0.4550 May 20, 2019 June 4, 2019

Future dividends are subject to Board approval.

3 unchanged sentences

Issuer Purchases of Equity Securities

Effective February 15, 2012, the Company’s Board of Directors approved a program authorizing the repurchase of up to five million shares of our common stock through February 20, 2013 (the “2012 Program”) which was subsequently extended through February 20, 2021 (see Note 22 - Subsequent Events of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K, which is incorporated herein by reference).

Cumulatively at December 31, 2019 , we had repurchased 2.9 million shares under the 2012 Program at an aggregated cost of $117.1 million (including an immaterial amount of commission fees).

In August 2019, the Company acquired 197,870 shares of J2 Global common stock in connection with the 2012 Program and subsequently retired the shares in the same month.

In December 2018, the Company acquired 600,000 shares of J2 Global common stock in connection with the 2012 Program and subsequently retired the shares in March 2019 (see Note 14 - Stockholders’ Equity of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K, which is incorporated herein by reference).

As a result of the acquisition of J2 Global common stock through the Company’s share repurchase program, the number of shares available for purchase under the 2012 Program is 1,140,819 shares of J2 Global common stock as of December 31, 2019 .

In July 2016, the Company acquired and subsequently retired 935,231 shares of J2 Global common stock in connection with the acquisition of Integrated Global Concepts, Inc.

As a result of the purchase of J2 Global common stock, the Company’s Board of Directors approved a reduction in the number of shares available for purchase under the 2012 Program by the same amount.

In November 2018 and May 2019, the Company entered into a Rule 10b5-1 trading plan with a broker to facilitate the repurchase program.

600,000 shares were repurchased in 2018 at an aggregate cost of $42.5 million and were subsequently retired in March 2019.

During the year ended December 31, 2019, the Company repurchased 197,870 shares at an aggregate cost of $16.0 million which were subsequently retired in the same year.

During the year ended December 31, 2020, the Company repurchased 1,140,819 shares at an aggregate cost of $87.5 million which were subsequently retired in the same year.

As of December 31, 2020, we had repurchased all of the available shares under the 2012 Program at an aggregated cost of $204.6 million (including an immaterial amount of commission fees).

See Note 14 “Stockholders’ Equity” of the Notes to consolidated financial statements included elsewhere in this Annual Report on Form 10-K, which is incorporated herein by reference.

On August 6, 2020, the Company’s Board of Directors approved a program authorizing the repurchase of up to ten million shares of our common stock through August 6, 2025 (the “2020 Program”) in addition to the five million shares repurchased under the 2012 Program.

During the year ended December 31, 2020, the Company entered into a Rule 10b5-1 trading plan and repurchased 2,490,599 shares at an aggregate cost of $177.8 million (including an immaterial amount of commission fees) under the 2020 Program, which were subsequently retired (see Note 14 - Stockholders’ Equity of the Notes to consolidated financial statements included elsewhere in this Annual Report on Form 10-K, which is incorporated herein by reference).

As a result of the Company’s share repurchase programs, the number of shares available for purchase is 7,509,401 shares of J2 Global common stock.

The following table details the repurchases that were made under and outside the 2020 Program during the three months ended December 31, 2020:

Total Number of

Period Total Number of

Purchased (1)

Average Price

Paid Per Share

Total Number of

Paid Per Share Total Number of

Shares Purchased as

1 unchanged sentence

Announced Plans or

Programs Maximum

Under the Plans or Programs

2 unchanged sentences

December 1, 2020 - December 31, 2020 101 $ 94.00 — 7,509,401

Total 492,163 490,599 7,509,401

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

1 unchanged sentence

The following table provides information as of December 31, 2020 regarding shares outstanding and available for issuance under J2 Global’s existing equity compensation plans:

Plan Category

Plan Category Number of

and Rights (a)

5 unchanged sentences

Equity compensation plans not approved by security holders — — —

Total 475,601 $ 69.61 3,424,289

The number of securities remaining available for future issuance includes 2,019,350 and 1,404,939 under our 2015 Stock Option Plan and 2001 Employee Stock Purchase Plan, respectively.

Please refer to Note 15 to the accompanying consolidated financial statements for a description of these Plans as well as our 2007 Stock Option Plan, which terminated on February 14, 2017.

Refer to Note 15 to the accompanying consolidated financial statements for a description of these Plans.

Performance Graph

1 unchanged sentence

The following graph compares the cumulative total stockholder return for J2 Global, the Nasdaq Computer Index and an index of companies that J2 Global has selected as its peer group in the cloud services for business space.

J2 Global’s peer group index for 2019 consists of IAC/InterActive Corp., TripAdvisor, Inc., LivePerson, Inc., LogMeIn, Inc., Zillow Group, Inc., Salesforce.com, Inc., Open Text Corp.

J2 Global’s peer group index for 2020 consists of IAC/InterActive Corp., TripAdvisor, Inc., LivePerson, Inc., Zillow Group, Inc., Salesforce.com, Inc., Open Text Corp.

and Tyler Technologies, Inc.

The Company removed The Ultimate Software Group, Inc.

since it was acquired during the current year and added Tyler Technologies, Inc.

J2 Global’s 2018 peer group index consisted of IAC/InterActive Corp., TripAdvisor, Inc., LivePerson, Inc., LogMeIn, Inc., Zillow Group, Inc., Salesforce.com, Inc., Open Text Corp.

and The Ultimate Software Group, Inc.

The Company removed LogMeIn, Inc.

since it was acquired during the current year.

There were no companies added to the peer group index for 2020.

Measurement points are December 31, 2015 and the last trading day in each of J2 Global’s fiscal quarters through the end of fiscal 2020.

1 unchanged sentence

The stock price performance on the following graph is not necessarily indicative of future stock price performance.

Computer Index

Measurement Nasdaq 2020 Peer

Date J2 Global Computer Index Group Index

Dec-15 100.00 100.00 100.00

Mar-16 75.58 100.86 90.83

Jun-16 77.92 96.87 100.33

Sep-16 82.52 110.99 95.11

Dec-16 101.40 112.27 88.93

Mar-17 104.41 126.73 101.60

Jun-17 106.30 132.04 109.30

Sep-17 93.15 143.58 115.54

Dec-17 95.03 155.80 123.38

Mar-18 100.24 159.72 142.03

Jun-18 110.09 170.95 161.86

Sep-18 106.04 184.23 185.13

Dec-18 90.20 150.06 158.24

Mar-19 111.66 178.11 181.40

Jun-19 115.00 185.00 178.85

Sep-19 117.34 193.20 175.05

Dec-19 120.85 225.59 193.58

Mar-20 97.94 199.77 165.93

Jun-20 83.80 265.03 222.29

Sep-20 91.10 297.95 294.46

Dec-20 125.70 337.98 284.44

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3 unchanged sentences

Years Ended December 31,

2020 2019 2018 2017 2016

(In thousands, except for share and per share amounts)

Statement of Income Data:

Revenues $ 1,489,593 $ 1,372,054 $ 1,207,295 $ 1,117,838 $ 874,255

Cost of revenues 231,782 237,323 201,074 172,313 147,100

Gross profit 1,257,811 1,134,731 1,006,221 945,525 727,155

Operating expenses:

5 unchanged sentences

Interest expense, net 131,975 69,546 61,987 67,777 41,370

Other expense (income), net

Gain on sale of businesses (17,122) — — (25,128) (7,625)

Loss on investments, net 20,991 4,211 73 4,002 —

Other (income) expense, net (31,632) 3,725 4,633 (909) (2,618)

Income before income taxes and net loss in earnings of equity method investment 230,399 199,598 177,587 199,966 211,439

Income tax (benefit) expense

Income tax expense (benefit) 68,393 (19,376) 44,760 60,541 59,000

Net loss in earnings of equity method investment 11,338 168 4,140 — —

Net income $ 150,668 $ 218,806 $ 128,687 $ 139,425 $ 152,439

Net income per common share:

Basic $ 3.24 $ 4.52 $ 2.64 $ 2.89 $ 3.15

Diluted $ 3.18 $ 4.39 $ 2.59 $ 2.83 $ 3.13

Weighted average shares outstanding:

Basic 46,308,825 47,647,397 47,950,746 47,586,242 47,668,357

Diluted 47,122,511 49,025,684 48,927,791 48,669,027 47,963,226

Cash dividends declared per common share $ — $ 0.9000 $ 1.6800 $ 1.5200 $ 1.3600

2020 2019 2018 2017 2016

(In thousands)

2 unchanged sentences

Working capital (259,714) 53,786 153,009 355,325 (106,090)

Total assets 3,665,331 3,505,846 2,560,830 2,453,093 2,062,328

Other long-term liabilities 44,463 10,228 51,068 31,434 3,475

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity