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Item 5. Market for Registrant’s Common Equity

2022-03-15 compared with 2021-03-01 · 22 added, 61 removed, 69 unchanged (55% of the section changed)

1 unchanged sentence

Market Information

Our common stock is traded on the Nasdaq Global Select Market under the symbol “JCOM”.

We had 246 registered stockholders as of February 24, 2021.

Beginning on October 8, 2021, the Company’s common stock is traded on the Nasdaq Global Select Market under the stock symbol “ZD” (previously traded under the stock symbol “JCOM”).

We had 225 registered stockholders as of March 9, 2022.

That number excludes the beneficial owners of shares held in “street” name or held through participants in depositories.

We initiated a quarterly cash dividend program in August 2011 with a payment of $0.20 per share of common stock on September 19, 2011.

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

We paid a quarterly cash dividend (which was increased several times) in each subsequent calendar quarter through June 4, 2019.

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

3 unchanged sentences

Future dividends are subject to Board approval.

Based on the significant number of current investment opportunities within the Company’s portfolio of businesses and the historic returns from prior investments, the Board of Directors suspended dividend payments for the foreseeable future after the June 4, 2019 payment.

Based on the significant number of current investment opportunities within or related to the Company’s portfolio of businesses and the historic and expected returns from prior investments, the Board of Directors suspended dividend payments for the foreseeable future after the June 4, 2019 payment.

Recent Sales of Unregistered Securities

2 unchanged sentences

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.

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.

The Company acquired and subsequently retired 2,126,080 shares during the year ended December 31, 2012.

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

As a result of the purchase of its 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.

5 unchanged sentences

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.

During the year ended December 31, 2021 and December 31, 2020, the Company entered into a Rule 10b5-1 trading plan and repurchased 445,711 and 2,490,599 shares, respectively, at an aggregate cost of $47.7 million and $177.8 million, respectively, (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 7,063,690 shares of the Company’s common stock.

The following table details the repurchases that were made under and outside the 2020 Program during the three months ended December 31, 2021:

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Equity Compensation Plan Information

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:

The following table provides information as of December 31, 2021 regarding shares outstanding and available for issuance under the Company’s existing equity compensation plans:

Plan Category Number of

and Rights (a)

Weighted-Average

Exercise Price of

and Rights (b)

Column (a)) (c)

Equity compensation plans approved by security holders 440,574 $ 68.45 3,005,260

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Performance Graph

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of J2 Global under the Securities Act of 1933, as amended, or the Exchange Act.

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 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 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.

The graph assumes that $100 was invested on December 31, 2015 in J2 Global’s common stock and in each of the indices, and assumes reinvestment of any dividends.

This performance graph and related information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

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

The Company completed the separation of Consensus on October 7, 2021.

Subsequent to the distribution of Consensus, the Nasdaq Global Select market restated the historical prices of the Company’s common stock for all periods prior to the distribution to exclude the value of Consensus, which is reflected in the tables below.

The Company’s peer group index for 2021 consists of IAC/InterActive Corp., TripAdvisor, Inc., LivePerson, Inc., Zillow Group, Inc., Salesforce.com, Inc., Open Text Corp., Tyler Technologies, Inc.

and Roper Technologies Inc.

The Company added Roper Technologies Inc.

to the peer group index for 2021.

Measurement points are December 31, 2016 and the last trading day in each of the Company’s fiscal quarters through the end of fiscal 2021.

The graph assumes that $100 was invested on December 31, 2016 in the Company’s common stock and in each of the indices, and assumes reinvestment of any dividends.

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

For the purpose of this graph, the historical stock prices of Ziff Davis have been adjusted to reflect the distribution of 80.1% of the shares of Consensus common stock to holders of Ziff Davis (formerly known as J2 Global) common stock, pursuant to which Consensus became an independent company.

Measurement Nasdaq 2021 Peer

Date J2 Global Computer Index Group Index

Date Ziff Davis Computer Index Group Index

Dec-16 100.00 100.00 100.00

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Selected Financial Data

The following selected consolidated financial data should be read in conjunction with our consolidated financial statements, the related notes contained in this Annual Report on Form 10-K and the information contained herein in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Historical results are not necessarily indicative of future results.

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:

Sales and marketing 413,474 379,183 338,304 330,296 206,871

Research, development and engineering 64,295 54,396 48,370 46,004 38,046

General and administrative 445,431 424,072 375,267 323,517 239,672

Total operating expenses 923,200 857,651 761,941 699,817 484,589

Income from operations 334,611 277,080 244,280 245,708 242,566

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

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 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)

Balance Sheet Data:

Cash and cash equivalents $ 242,652 $ 575,615 $ 209,474 $ 350,945 $ 123,950

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

Total stockholders’ equity $ 1,211,018 $ 1,311,192 $ 1,035,744 $ 1,020,305 $ 914,536

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