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Forward-looking statements are subject to risks and uncertainties.
−Removed: Actual results could differ materially from those discussed in the forward-looking statements.
+Added: Actual results could differ materially from those discussed in forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof.
−Removed: J2 Global undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law.
+Added: Ziff Davis undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements.
Readers should carefully review the risk factors described in this document as well as in other documents we file from time to time with the SEC, including the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K filed or to be filed by us in 2022.
Interest Rate Risk
−Removed: Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio.
+Added: Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio and borrowings under our Credit Facility that bear variable market interest rates.
The primary objectives of our investment activities are to preserve our principal while at the same time maximizing yields without significantly increasing risk.
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Our return on these investments is subject to interest rate fluctuations.
−Removed: As of December 31, 2020, we had investments in debt securities with effective maturities greater than one year of approximately zero.
+Added: As of December 31, 2021, we had investments in debt securities with effective maturities greater than one year of zero.
As of December 31, 2021 and December 31, 2020, we had cash and cash equivalent investments primarily in money market funds with maturities of 90 days or less of $694.8 million and $176.4 million, respectively.
We do not have interest rate risk on our outstanding long-term debt as these arrangements have fixed interest rates.
+Added: On April 7, 2021, the Company entered into a Credit Agreement (“Credit Agreement”) with certain lenders from time to time party thereto (collectively, the “Lenders”) and MUFG Union Bank, N.A., as administrative agent, collateral agent and sole lead arranger for the Lenders (the “Agent”).
+Added: Pursuant to the Credit Agreement, the Lenders provided the Company with a revolving credit facility of $100 million (the “Credit Facility”).
+Added: Subject to customary conditions, the Company may, from time to time, request increases in the commitments under the Credit Agreement in an aggregate amount up to $250 million, for a total aggregate commitment of up to $350 million.
+Added: The proceeds of the Credit Facility are intended to be used for working capital and general corporate purposes of the Company and its subsidiaries, including to finance certain permitted acquisitions and capital expenditures in accordance with the terms of the Credit Agreement.
+Added: At the Company’s option, amounts borrowed under the Credit Agreement will bear interest at either (i) a base rate equal to the greatest of (x) the Federal Funds Effective Rate (as defined in the Credit Agreement) in effect on such day plus ½ of 1% per annum, (y) the rate of interest per annum most recently announced by the Agent as its U.S.
+Added: Dollar “Reference Rate” and (z) one month LIBOR plus 1.00% or (ii) a rate per annum equal to LIBOR divided by 1.00 minus the LIBOR Reserve Requirements (as defined in the Credit Agreement), in each case, plus an applicable margin.
+Added: The applicable margin relating to any base rate loan will range from 0.50% to 1.25% and the applicable margin relating to any LIBOR loan will range from 1.50% to 2.25%, in each case, depending on the total leverage ratio of the Company.
+Added: The final maturity of the Credit Facility will occur on April 7, 2026.
+Added: The Company is permitted to make voluntary prepayments of the Credit Facility at any time without payment of a premium or penalty.
+Added: 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.
+Added: 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.
+Added: During the third quarter of 2021, the Company drew on the full amount of the Bridge Loan Facility with $485.0 million outstanding (later extinguished as described below).
+Added: The proceeds of the Bridge Loan Facility were used to redeem the Company’s 3.25% Convertible Notes.
+Added: See Note 10 - Debt of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K, which is incorporated herein by reference.
+Added: The loans under the Bridge Loan Facility (the “Bridge Loans”) bore interest at a rate per annum equal to (i) initially upon funding of the Bridge Loans, 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 Loans until twelve months after the funding date of the Bridge Loans, 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 Loans until repayment of the Bridge Loans, either a base rate plus 3.00% or a LIBOR rate plus 4.00%.
+Added: The Bridge Loan Facility was to mature on the date that was 364 days after the funding date of the Bridge Loans, with two automatic extensions, each for an additional three months, if SEC approval of the spin-off transaction was still outstanding.
+Added: On October 7, 2021, in exchange for the equity interest in Consensus, 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.
+Added: and MUFG Union Bank, N.A.
+Added: and MUFG Union Bank, N.A., as administrative agent for the lenders, in exchange for extinguishment of outstanding indebtedness under the Bridge Loan Facility.
+Added: Such lenders or their affiliates agreed to resell the 2028 notes to qualified institutional buyers in the United States pursuant to Rule 144A.
We cannot ensure that future interest rate movements will not have a material adverse effect on our future business, prospects, financial condition, operating results and cash flows.
To date, we have not entered into interest rate hedging transactions to control or minimize certain of these risks.
+Added: In connection with the Separation, the Company retained a 19.9% interest in Consensus, which as of December 31, 2021, was valued at approximately $229.2 million based upon the quoted market price of Consensus common stock.
+Added: The Company’s results of operations and financial condition have been and may be materially impacted by increases or decreases in the price of Consensus common stock, which is traded on Nasdaq.
+Added: The Company recorded an unrealized gain of approximately $298.5 million on its investment in Consensus for the year ended December 31, 2021.
+Added: The carrying value of the Company’s investment in Consensus at December 31, 2021 was $229.2 million, or approximately 6.1% of the Company’s consolidated total assets.
+Added: A $2.00 increase or decrease in the share price of Consensus common stock would result in an unrealized gain or loss, respectively of approximately $7.9 million.
Foreign Currency Risk
−Removed: We conduct business in certain foreign markets, primarily in Canada, Australia and the European Union.
+Added: We conduct business in certain foreign markets, primarily in Canada, Australia, the United Kingdom and the European Union.
Our principal exposure to foreign currency risk relates to investment and inter-company debt in foreign subsidiaries that transact business in functional currencies other than the U.S.
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For the years ended December 31, 2021, 2020 and 2019, foreign exchange gains (losses) amounted to $2.0 million, $(3.1) million, and $(2.6) million, respectively.
+Added: The change in our gains (losses) recognized in earnings from 2020 to 2021 were primarily attributable to lower inter-company balances between periods in foreign subsidiaries that were in functional currencies other than the U.S.
+Added: Dollar and exchange rate fluctuations.
The change in our gains (losses) recognized in earnings from 2019 to 2020 were primarily attributable to the settlement of certain intra-entity transactions.
−Removed: The increase in losses to our earnings from 2018 to 2019 were primarily attributable to increased inter-company balances between the periods in foreign subsidiaries that were in functional currencies other than the U.S.
Foreign exchange losses were not material to our earnings in 2020 and 2019, respectively.
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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.