WWW.EXFILE.COM, INC. -- 888-775-4789 -- J2 GLOBAL COMMUNICATIONS, INC. -- FORM 10-Q
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________
FORM
10-Q
_____________
x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
OF 1934
For
the quarterly period ended March 31, 2009
OR
o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the
transition period from to
Commission
File Number: 0-25965
______________
j2
GLOBAL COMMUNICATIONS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
51-0371142
|
(State
or other jurisdiction
|
(I.R.S.
Employer
|
of
incorporation or organization)
|
Identification
No.)
|
6922
Hollywood Boulevard, Suite 500
Los
Angeles, California 90028
(Address
of principal executive offices)
(323)
860-9200
(Registrant’s
telephone number, including area code)
______________
Indicate
by check mark whether the registrant: (1) has filed all reports required by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes x No
o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes x No
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
definitions of “accelerated filer,” “large accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated
filer x
|
Accelerated filer
o
|
Non-Accelerated
filer o
|
Smaller reporting
company o
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
o No
x
As of
April 30, 2008, the registrant had 44,614,134 shares of common stock
outstanding.
j2
GLOBAL COMMUNICATIONS, INC.
FOR
THE QUARTER ENDED MARCH 31, 2009
INDEX
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|
|
PAGE
|
|
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PART
I.
|
|
FINANCIAL
INFORMATION
|
|
|
|
|
|
|
Item
1. |
Financial
Statements
|
|
|
|
Condensed
Consolidated Balance Sheets (unaudited)
|
3
|
|
|
Condensed
Consolidated Statements of Operations (unaudited)
|
4
|
|
|
Condensed
Consolidated Statements of Cash Flows (unaudited)
|
5
|
|
|
Notes
to Condensed Consolidated Financial Statements (unaudited)
|
6
|
|
|
|
|
|
Item
2. |
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
20
|
|
|
|
|
|
Item
3. |
Quantitative
and Qualitative Disclosures About Market Risk
|
27
|
|
|
|
|
|
Item
4. |
Controls
and Procedures
|
29
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|
|
|
|
PART
II.
|
|
OTHER
INFORMATION
|
|
|
|
|
|
|
Item
1. |
Legal
Proceedings
|
30
|
|
|
|
|
|
Item
1A. |
Risk
Factors
|
31
|
|
|
|
|
|
Item
2. |
Unregistered
Sales of Equity Securities and Use of Proceeds
|
32
|
|
|
|
|
|
Item
3. |
Defaults
Upon Senior Securities
|
32
|
|
|
|
|
|
Item
4. |
Submission
of Matters to a Vote of Security Holders
|
32
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|
|
|
|
|
Item
5. |
Other
Information
|
32
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|
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|
|
|
Item
6. |
Exhibits
|
33
|
|
|
|
|
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|
Signature
|
34
|
|
|
|
|
|
|
Index
to Exhibits
|
35
|
|
|
Exhibit
31.1
|
|
|
|
Exhibit
31.2
|
|
|
|
Exhibit
32.1
|
|
|
|
Exhibit
32.2
|
|
PART I. FINANCIAL
INFORMATION
Item
1. Financial Statements
j2
Global Communications, Inc.
Condensed
Consolidated Balance Sheets
(Unaudited,
in thousands)
|
|
March
31,
|
|
|
December
31,
|
|
|
|
2009
|
|
|
2008
|
|
ASSETS
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$ |
168,212 |
|
|
$ |
150,780 |
|
Short-term
investments
|
|
|
11 |
|
|
|
14 |
|
Accounts
receivable, net of allowances of $3,214 and $2,896
respectively
|
|
|
14,129 |
|
|
|
14,083 |
|
Prepaid
expenses and other current assets
|
|
|
3,640 |
|
|
|
6,683 |
|
Deferred
income taxes
|
|
|
2,958 |
|
|
|
2,958 |
|
Total
current assets
|
|
|
188,950 |
|
|
|
174,518 |
|
|
|
|
|
|
|
|
|
|
Long-term
investments
|
|
|
11,088 |
|
|
|
11,081 |
|
Property
and equipment, net
|
|
|
17,952 |
|
|
|
18,938 |
|
Goodwill
|
|
|
80,359 |
|
|
|
72,783 |
|
Other
purchased intangibles, net
|
|
|
39,948 |
|
|
|
36,791 |
|
Deferred
income taxes
|
|
|
8,228 |
|
|
|
7,787 |
|
Other
assets
|
|
|
139 |
|
|
|
142 |
|
Total
assets
|
|
$ |
346,664 |
|
|
$ |
322,040 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$ |
16,417 |
|
|
$ |
16,915 |
|
Income
taxes payable
|
|
|
5,391 |
|
|
|
1,800 |
|
Deferred
revenue
|
|
|
13,535 |
|
|
|
13,680 |
|
Total
current liabilities
|
|
|
35,343 |
|
|
|
32,395 |
|
|
|
|
|
|
|
|
|
|
Accrued
income tax liability
|
|
|
40,369 |
|
|
|
38,643 |
|
Other
long-term liabilities
|
|
|
857 |
|
|
|
1,022 |
|
Total
liabilities
|
|
|
76,569 |
|
|
|
72,060 |
|
|
|
|
|
|
|
|
|
|
Commitments
and contingencies
|
|
|
— |
|
|
|
— |
|
Preferred
stock, $0.01 par value. Authorized 1,000,000 and none
issued
|
|
|
— |
|
|
|
— |
|
Common
stock, $0.01 par value. Authorized 95,000,000 at March 31, 2009 and
December 31, 2008; total issued 52,315,494 and 52,305,293 shares
at
March 31, 2009 and December 31, 2008, respectively, and total oustanding
43,634,926 and 43,624,725 shares at March 31, 2009 and
December 31, 2008, respectively
|
|
|
523 |
|
|
|
523 |
|
Additional
paid-in capital
|
|
|
133,530 |
|
|
|
131,185 |
|
Treasury
stock, at cost (8,680,568 shares at March 31, 2009 and December 31,
2008)
|
|
|
(112,671 |
) |
|
|
(112,671 |
) |
Retained
earnings
|
|
|
253,495 |
|
|
|
234,843 |
|
Accumulated
other comprehensive loss
|
|
|
(4,782 |
) |
|
|
(3,900 |
) |
Total
stockholders’ equity
|
|
|
270,095 |
|
|
|
249,980 |
|
Total
liabilities and stockholders’ equity
|
|
$ |
346,664 |
|
|
$ |
322,040 |
|
See
Notes to Condensed Consolidated Financial Statements
j2
Global Communications, Inc.
Condensed
Consolidated Statements of Operations
(Unaudited,
in thousands except share and per share data)
|
|
Three
Months Ended March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
Subscriber
|
|
$ |
59,640 |
|
|
$ |
57,215 |
|
Other
|
|
|
751 |
|
|
|
1,433 |
|
|
|
|
60,391 |
|
|
|
58,648 |
|
Cost
of revenues (including share-based compensation of $281 and $175
for the three months of 2009 and 2008, respectively)
|
|
|
11,392 |
|
|
|
11,631 |
|
Gross
profit
|
|
|
48,999 |
|
|
|
47,017 |
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Sales
and marketing (including share-based compensation of $377 and $338
for the three months of 2009 and 2008,
respectively)
|
|
|
8,885 |
|
|
|
10,214 |
|
Research,
development and engineering (including share-based compensation of
$196 and $214 for three months of 2009 and 2008,
respectively)
|
|
|
2,943 |
|
|
|
3,147 |
|
General
and administrative (including share-based compensation of $1,441
and $1,300 for the three months of 2009 and 2008,
respectively)
|
|
|
10,706 |
|
|
|
11,157 |
|
|
|
|
|
|
|
|
|
|
Total
operating expenses
|
|
|
22,534 |
|
|
|
24,518 |
|
|
|
|
|
|
|
|
|
|
Operating
earnings
|
|
|
26,465 |
|
|
|
22,499 |
|
Interest
and other income, net
|
|
|
142 |
|
|
|
1,328 |
|
Earnings
before income taxes
|
|
|
26,607 |
|
|
|
23,827 |
|
Income
tax expense
|
|
|
7,955 |
|
|
|
7,033 |
|
Net
earnings
|
|
$ |
18,652 |
|
|
$ |
16,794 |
|
|
|
|
|
|
|
|
|
|
Net
earnings per common share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.43 |
|
|
$ |
0.36 |
|
Diluted
|
|
$ |
0.42 |
|
|
$ |
0.35 |
|
Weighted
average shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
|
43,627,071 |
|
|
|
47,259,118 |
|
Diluted
|
|
|
44,728,911 |
|
|
|
48,330,042 |
|
See
Notes to Condensed Consolidated Financial Statements
j2
Global Communications, Inc.
Condensed
Consolidated Statements of Cash Flows
(Unaudited,
in thousands)
|
|
Three
Months Ended March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
Net
earnings
|
|
$ |
18,652 |
|
|
$ |
16,794 |
|
Adjustments
to reconcile net earnings to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
3,655 |
|
|
|
3,108 |
|
Share-based
compensation
|
|
|
2,295 |
|
|
|
2,027 |
|
Excess
tax benefits from share-based compensation
|
|
|
(5 |
) |
|
|
(239 |
) |
Provision
for doubtful accounts
|
|
|
347 |
|
|
|
304 |
|
Deferred
income taxes
|
|
|
(440 |
) |
|
|
(596 |
) |
Loss
on disposal of fixed assets
|
|
|
— |
|
|
|
26 |
|
Loss
on trading securities
|
|
|
3 |
|
|
|
|
|
Decrease
(increase) in:
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
(146 |
) |
|
|
(1,005 |
) |
Prepaid
expenses and other current assets
|
|
|
108 |
|
|
|
651 |
|
Other
assets
|
|
|
5 |
|
|
|
43 |
|
(Decrease)
increase in:
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
|
(1,482 |
) |
|
|
704 |
|
Income
taxes payable
|
|
|
6,775 |
|
|
|
4,392 |
|
Deferred
revenue
|
|
|
(339 |
) |
|
|
(200 |
) |
Accrued
income tax liability
|
|
|
1,727 |
|
|
|
1,416 |
|
Other
|
|
|
(3 |
) |
|
|
(14 |
) |
Net
cash provided by operating activities
|
|
|
31,152 |
|
|
|
27,411 |
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
Sales
of available-for-sale investments
|
|
|
— |
|
|
|
36,170 |
|
Purchases
of held-to-maturity investments
|
|
|
— |
|
|
|
(475 |
) |
Redemptions/Sales
of held-to-maturity investments
|
|
|
— |
|
|
|
9,607 |
|
Purchases
of property and equipment
|
|
|
(721 |
) |
|
|
(469 |
) |
Acquisition
of businesses, net of cash received
|
|
|
(11,905 |
) |
|
|
(64 |
) |
Purchases
of intangible assets
|
|
|
(423 |
) |
|
|
(1,044 |
) |
Net
cash (used in) provided by investing activities
|
|
|
(13,049 |
) |
|
|
43,725 |
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
Repurchases
of common stock and restricted stock
|
|
|
(34 |
) |
|
|
(75,987 |
) |
Issuance
of common stock under employee stock purchase plan
|
|
|
33 |
|
|
|
59 |
|
Exercise
of stock options
|
|
|
42 |
|
|
|
97 |
|
Excess
tax benefits from share-based compensation
|
|
|
5 |
|
|
|
239 |
|
Net
cash provided by (used in) financing activities
|
|
|
46 |
|
|
|
(75,592 |
) |
|
|
|
|
|
|
|
|
|
Effect
of exchange rate changes on cash and cash equivalents
|
|
|
(717 |
) |
|
|
1,451 |
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
|
17,432 |
|
|
|
(3,005 |
) |
Cash
and cash equivalents at beginning of period
|
|
|
150,780 |
|
|
|
154,220 |
|
Cash
and cash equivalents at end of period
|
|
$ |
168,212 |
|
|
$ |
151,215 |
|
See
Notes to Condensed Consolidated Financial Statements
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2009
(UNAUDITED)
1.
Basis of Presentation
j2 Global
Communications, Inc. (“j2 Global”, “our”, “us” or “we”) is a Delaware
corporation founded in 1995. By leveraging the power of the Internet, we provide
outsourced, value-added messaging and communications services to individuals and
businesses throughout the world. We offer fax, voicemail, email and call
handling services and bundled suites of certain of these services. We market our
services principally under the brand names eFax®, eFax Corporate®, Onebox®,
eVoice® and Electric Mail®.
The
accompanying interim condensed consolidated financial statements include the
accounts of j2 Global and its direct and indirect wholly-owned subsidiaries. All
intercompany accounts and transactions have been eliminated in
consolidation.
The
accompanying interim condensed consolidated financial statements are unaudited
and have been prepared in accordance with accounting principles generally
accepted in the United States of America (“GAAP”), including those for interim
financial information and with the instructions for Form 10-Q and
Article 10 of Regulation S-X issued by the Securities and Exchange
Commission (“SEC”). Accordingly, they do not include all of the information and
note disclosures required by GAAP for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been reflected in
these interim financial statements. These financial statements should be read in
conjunction with the audited financial statements and related notes for the year
ended December 31, 2008 included in our Annual Report on Form 10-K
filed with the SEC on February 25, 2009 as amended on March 5,
2009. Accordingly, significant accounting policies and other
disclosures normally provided have been omitted since such items are disclosed
therein.
The
results of operations for this interim period are not necessarily indicative of
the operating results for the full year or for any future period.
The
preparation of consolidated financial statements in accordance with 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. On an ongoing basis,
management evaluates its estimates, including those related to revenue
recognition, allowances for doubtful accounts and the valuation of deferred
income taxes, tax contingencies, non-income tax contingencies, share-based
compensation expense, long-lived and intangible assets and goodwill. These
estimates are based on historical experience and on various other factors that
we believe to be reasonable under the circumstances. Actual results could differ
from those estimates.
Allowances
for Doubtful Accounts
We
reserve for receivables we may not be able to collect. These reserves are
typically driven by the volume of credit card declines and past due invoices and
are based on historical experience as well as an evaluation of current market
conditions. On an ongoing basis, management evaluates the adequacy of these
reserves. As of March 31, 2009 and December 31, 2008, our accounts receivable
reserves were $3.2 million and $2.9 million respectively. We believe these
reserves to be reasonable under the circumstances.
Revenue
Recognition
Our
subscriber revenues substantially consist of monthly recurring subscription and
usage-based fees, which are primarily paid in advance by credit card. In
accordance with GAAP and with Securities and Exchange Commission
(“SEC”) issued Staff Accounting Bulletin No. 104, Revenue Recognition, which
clarifies certain existing accounting principles for the timing of revenue
recognition and classification of revenues in the financial statements, we defer
the portions of monthly recurring subscription and usage-based fees collected in
advance and recognize them in the period earned. Additionally, we defer and
recognize subscriber activation fees and related direct incremental costs over a
subscriber’s estimated useful life.
Our
advertising revenues (included in “other revenues”) primarily consist of
revenues derived by delivering email messages to our customers on behalf of
advertisers. Revenues are recognized in the period in which the advertising
services are performed, provided that no significant j2 Global obligations
remain and the collection of the resulting receivable is reasonably
assured.
Our
patent revenues (included in “other revenues”) consist of revenues generated
under license agreements that provide for the payment of contractually
determined fully paid-up or royalty-bearing license fees to us in exchange for
the grant of a non-exclusive, retroactive and future license to our patented
technology. Patent revenues are recognized when earned over the term of the
license agreement. With regard to fully paid-up license arrangements, we
generally recognize as revenue in the period the agreement is executed the
portion of the payment attributable to past use of the patented technology and
amortize the remaining portion of such payments on a straight line basis over
the life of the licensed patent(s). With regard to royalty-bearing license
arrangements, we recognize revenue of license fees earned during the applicable
period.
In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements
(“SFAS 157”), which defines fair value, provides a framework for measuring fair
value and expands the disclosures required for fair value measurements. SFAS 157
applies to all accounting pronouncements that require fair value measurements;
it does not require any new fair value measurements. For fiscal years beginning
after November 15, 2007, companies are required to implement SFAS 157 for
financial assets and liabilities, as well as for any other assets and
liabilities that are carried at fair value on a recurring basis in financial
statements. The FASB provided a one-year deferral for the implementation of SFAS
157 for other nonfinancial assets and liabilities. On January 1, 2008, we
adopted SFAS 157.
In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Liabilities - Including an Amendment of FASB Statement No. 115
(“SFAS 159”).
SFAS 159 permits entities to choose to measure certain financial assets
and liabilities at fair value. Furthermore, under SFAS 159 entities shall report
unrealized gains and losses on eligible items for which the fair value option
has been elected in earnings at each subsequent reporting date. SFAS 159 is
effective for fiscal years beginning after November 15, 2007. As permitted by
SFAS 159, we have elected not to use the fair value option to measure our
available-for-sale and held-to-maturity securities under SFAS 159 and will
continue to report them under SFAS No. 115, Accounting for Certain Investments
in Debt and Equity Securities (“SFAS 115”) because the nature of our
financial assets and liabilities are not of such complexity that they would
benefit from a change in valuation to fair value.
Concentration
of Credit Risk
All of
our cash, cash equivalents and marketable securities are invested at major
financial institutions. These institutions are required to invest our cash in
accordance with our investment policy with the principal objectives being
preservation of capital, fulfillment of liquidity needs and above market returns
commensurate with preservation of capital. Our 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 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 existed during late 2007 to the present. At March 31, 2009 and
December 31, 2008, our cash and cash equivalents, were maintained in accounts
that are insured up to the limit determined by the appropriate governmental
agency.
The amount insured, however, is immaterial in comparison to the
total amount of our cash and cash equivalents held by these institutions.
Income
Taxes
We must
make certain estimates and judgments in determining income tax expense for
financial statement purposes. These estimates and judgments occur in the
following areas, among others: (i) calculation of tax credits, benefits and
deductions; (ii) calculation of tax assets and liabilities arising from
differences in the timing of recognition of revenue and expense for tax and
financial statement purposes; and (iii) interest and penalties related to
uncertain tax positions. Significant changes to these estimates may result in an
increase or decrease to our tax provision in a subsequent period.
We must
assess the likelihood that we will be able to recover our deferred tax assets.
If recovery is not likely, we must increase our provision for taxes by recording
a valuation allowance against the deferred tax assets that we estimate will not
ultimately be recoverable. We believe that we will ultimately recover a
substantial majority of the deferred tax assets recorded on our consolidated
condensed balance sheets. However, should there be a change in our ability to
recover our deferred tax assets, our tax provision would increase in the period
in which we determined that the recovery was not likely.
The
calculation of our tax liabilities involves dealing with uncertainties in the
application of complex tax regulations. In accordance with FASB Interpretation
No. 48, “Accounting for Uncertainty in Income Taxes–an interpretation of
SFAS No. 109” (“FIN 48”), and related guidance, we recognize liabilities for
uncertain tax positions based on a two-step process. 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. If we determine that a tax position will more
likely than not be sustained on audit, then the second step requires us to
estimate and measure the tax benefit as the largest amount that is more than 50%
likely to be realized upon ultimate settlement. It is inherently difficult and
subjective to estimate such amounts, as we have to determine the probability of
various possible outcomes. We reevaluate these uncertain tax positions on a
quarterly basis. This evaluation is based on factors including, but not limited
to, changes in facts or circumstances, changes in tax law, effectively settled
issues under audit, and new audit activity. Such a change in recognition or
measurement would result in the recognition of a tax benefit or an additional
charge to the tax provision.
Reclassifications
Certain
prior year reported amounts have been reclassified to conform with the 2009
presentation. We reclassified certain cash flows within operating activities in
the consolidated statements of cash flows.
2. Recent
Accounting Pronouncements
In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS
141(R)”). SFAS 141(R) establishes principles and requirements for how the
acquiror of a business (a) recognizes and measures in its financial statements
the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures in its
financial statements the goodwill acquired in the business combination or a gain
from a bargain purchase; and (c) determines what information to disclose to
enable users of the financial statements to evaluate the nature and financial
effects of the business combination. SFAS 141(R) is effective for fiscal years
beginning on or after December 15, 2008. Accordingly, we applied SFAS 141(R) for
acquisitions effected subsequent to the date of adoption.
In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51 (“SFAS
160”). SFAS 160 requires that the ownership interests in subsidiaries held by
parties other than the parent be clearly identified, labeled and presented in
the consolidated balance sheets within equity, but separate from the parent’s
equity. In addition, the amount of consolidated net
income
attributable to the parent and to the noncontrolling interest must be clearly identified and
presented on the face of the consolidated statement of operations. SFAS 160 also
requires that changes in the parent’s ownership interest be accounted for as
equity transactions if a subsidiary is deconsolidated and that any retained
noncontrolling equity investment be measured at fair value. Furthermore, SFAS
160 requires that sufficient disclosures be provided that clearly identify and
distinguish between the interests of the parent and noncontrolling owners. The
provisions of SFAS 160 are effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008.
The impact of the
adoption of SFAS 160 was not significant to our consolidated financial
statements.
In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133
(“SFAS 161”). SFAS 161 requires enhanced disclosures about a
company’s derivative and hedging activities. These enhanced disclosures will
discuss (a) how and why a company uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under FASB
Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities, and its related interpretations and
(c) how derivative instruments and related hedged items affect a company’s
financial position, results of operations and cash flows. SFAS 161 is
effective for fiscal years beginning on or after November 15, 2008, with
earlier adoption allowed. The impact of the adoption
of SFAS 161 was not significant to our consolidated financial
statements.
In April
2008, the FASB issued FSP 142-3, Determination of the Useful Life of
Intangible Assets (“FSP 142-3”). FSP 142-3 amends the factors that should
be considered in developing renewal or extension assumptions used to determine
the useful life of a recognized intangible asset under FASB Statement No. 142,
Goodwill and Other Intangible
Assets. FSP 142-3 is effective for financial statements issued for fiscal
years, and interim periods within those fiscal years, beginning after December
15, 2008. The impact
of the adoption of FSP 142-3 was not significant to our consolidated financial
statements.
In
September 2008, the FASB issued FSP FAS 133-1 and FIN 45-4, Disclosures about Credit Derivatives
and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB
Interpretation No. 45; and Clarification of the Effective Date of FASB Statement
No. 161. This FSP applies to
credit derivatives within the scope of Statement 133, hybrid instruments that
have embedded credit derivatives, and guarantees within the scope of
Interpretation 45. This FSP is effective for reporting periods (annual or
interim) ending after November 15, 2008. The impact of the adoption
of this FSP was not significant to our consolidated financial
statements.
In
November 2008, the FASB ratified Emerging Issues Task Force (EITF) Issue
No. 08-6, Equity Method Investment Accounting
Considerations (“EITF 08-6”) . EITF 08-6 clarifies the accounting
for certain transactions and impairment considerations involving equity method
investments. EITF 08-6 is effective for fiscal years beginning after
December 15, 2008, with early adoption prohibited. We do not currently have
any investments that are accounted for under the equity method. The impact of
the adoption of this EITF was not significant to our consolidated financial
statements.
In
November 2008, the FASB ratified Emerging Issues Task Force Issue
No. 08-7, Accounting for Defensive Intangible
Assets (“EITF 08-7”). EITF 08-7 clarifies the accounting for certain
separately identifiable intangible assets which an acquirer does not intend to
actively use but intends to hold to prevent its competitors from obtaining
access to them. EITF 08-7 requires an acquirer in a business combination to
account for a defensive intangible asset as a separate unit of accounting which
should be amortized to expense over the period the asset diminishes in value.
EITF 08-7 is effective for fiscal years beginning after December 15,
2008, with early adoption prohibited. The impact of the adoption of this EITF
was not significant to our consolidated financial statements.
3. Business
Acquisition
On
February 20, 2009, we acquired the digital faxing business of CallWave, Inc., a
provider of Internet unified communications solutions. This
acquisition is designed to be accretive and provides us additional customers in
the fax market. The consolidated statement of operations and balance sheet as of
March 31, 2009 reflects the results of operations of this acquisition. Total
consideration for this transaction was $11.9 million in cash including, $0.1
million in assumed liabilities consisting strictly of deferred
revenue.
The
operations of this acquired business are individually immaterial to our
financial position as of the date of the acquisition.
The
following table summarizes the allocation of the aggregate purchase price as
follows (in thousands):
Asset
|
|
Valuation
|
|
Patents
and Patent License
|
|
$ |
1,824 |
|
Customer
Relationships
|
|
|
1,952 |
|
Goodwill
|
|
|
7,858 |
|
Other
Intangible Assets
|
|
|
307 |
|
Other
Assets
|
|
|
70 |
|
Deferred
Revenue
|
|
|
(106 |
) |
Total
|
|
$ |
11,905 |
|
Patents
and Patent License have weighted-average useful lives between twelve and
seventeen years from the date of acquisition and no
residual. Customer relationships have weighted-average useful lives
of ten years from the date of acquisition and no residual. Other
intangible assets have weighted-average useful lives between two and three years
from the date of acquisition and no residual value. Other assets have
weighted-average useful lives between zero and two years and no residual
value.
Goodwill
represents the excess of the purchase price over the fair value of the net
tangible and identifiable intangible assets acquired and represents intangible
assets that do not qualify for separate recognition. We expect to deduct 100% of
goodwill for income tax purposes over the next 15 years. There was no research
and development acquired or written off in connection with the business
acquisition. Transaction costs from this acquisition consist of
$7,000 for third party valuation fees expensed in the current period to General
and Administrative expense.
4. Investments
We
account for our investments in debt securities in accordance with SFAS No. 115,
Accounting for Certain
Investments in Debt and Equity Securities, and FASB Staff Position Nos.
FAS 115-1 and FAS 124-1, The
Meaning of Other-Than-Temporary Impairment and its Application to Certain
Investments (“FAS 115-1 and FAS 124-1”). These investments are
typically comprised of readily marketable corporate debt securities, auction
rate debt and preferred securities. We determine the appropriate classification
of our investments at the time of acquisition and evaluate such determination at
each balance sheet date. Held-to-maturity securities are those investments which
we have the ability and intent to hold until maturity and are recorded at
amortized cost. Trading securities are carried at fair value, with unrealized
gains and losses included in investment income. All securities are accounted for
on a specific identification basis.
The
following table summarizes our short and long-term investments designated as
trading and held-to-maturity classified by the contractual maturity date of the
security (in thousands):
|
|
March
31, 2009
|
|
|
December
31, 2008
|
|
Due
within 1 year
|
|
$ |
11 |
|
|
$ |
14 |
|
Due
within more than 1 year but less than 5 years
|
|
|
— |
|
|
|
— |
|
Due
within more than 5 years but less than 10 years
|
|
|
4,670 |
|
|
|
4,669 |
|
Due
10 years or after
|
|
|
6,417 |
|
|
|
6,412 |
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
11,098 |
|
|
$ |
11,095 |
|
The following table categorizes our investments
designated as trading and held-to-maturity (in thousands):
|
|
March
31, 2009
|
|
|
December
31, 2008
|
|
Trading
|
|
$ |
11 |
|
|
$ |
14 |
|
Held-to-maturity
|
|
|
11,088 |
|
|
|
11,081 |
|
Total
|
|
$ |
11,099 |
|
|
$ |
11,095 |
|
At March
31, 2009 and December 31, 2008, auction rate debt and preferred securities were
recorded as held-to-maturity. These auction rate debt securities have stated
maturities through 2037. The auction rate preferred securities have no stated
maturity dates. These securities have interest rates that reset periodically at
established intervals of 90 days or less. Substantially all of our long-term
investments consist of auction rate debt securities that are illiquid due to
failed auctions. We currently intend to, and are also able to, hold
these securities to maturity. If the credit rating of the issuer deteriorates,
we may be required to adjust the carrying value of the investment through an
impairment charge. Based on our ability to access our cash and other short-term
investments and taking into consideration our expected cash flows, we do not
anticipate the lack of liquidity on these investments to affect our ability to
operate our business as usual. There have been no significant changes
in the maturity dates and average interest rates for our investment portfolio
and debt obligations subsequent to March 31, 2009. At March 31, 2009, our
long-term held-to-maturity securities are carried at amortized cost, with the
unrealized gains and losses reported as a component of stockholders’
equity.
On a
quarterly basis, we assess whether an other-than-temporary impairment loss on an
investment has occurred due to declines in fair value or other market
conditions. We determined that there were no other-than-temporary impairment
losses in the quarter ended March 31, 2009. We based these determinations on
factors such as (a) our intent and ability to hold these securities to maturity,
which is sufficient to allow for an anticipated recovery in their fair values to
their amortized cost basis; (b) the fact that we will not be required to sell
these securities before their anticipated recovery, and (c) the fact that the
issuers continue to make their regular interest payments. There were
no restrictions on cash and cash equivalents or investments as of March 31,
2009. As of March 31, 2009, the current fair value and book value of our
held-to-maturity securities were approximately $1.8 million and $11.1 million,
respectively. As of December 31, 2008, the current fair value and
book value of held-to-maturity securities were $1.9 million and $11.1 million,
respectively.
5. Fair
Value Measurements
On
January 1, 2008, we adopted SFAS No. 157, Fair Value Measurements
(“SFAS 157”), which defines fair value, provides a framework for measuring fair
value and expands the disclosures required for fair value measurements. The
adoption of SFAS 157 and related positions did not have a material impact on our
consolidated financial statements.
SFAS 157
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, SFAS 157 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 – Include other inputs that are directly or indirectly observable in the
marketplace.
|
§
|
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.
In
accordance with SFAS 157, we measure our cash equivalents and marketable
securities at fair value. Our cash equivalents and marketable securities are
primarily classified within Level 1 with the exception of our investments in
auction rate securities, which are classified within Level 3. The valuation
technique used under Level 3 consists of a discounted cash flow analysis which
included numerous assumptions, some of which include prevailing implied credit
risk premiums, incremental credit spreads, illiquidity risk premium, among
others. There was no change in the technique during the period. Because these
auction rate securities are classified as held-to-maturity, there were no gains
or losses recorded for the period. Cash equivalents and marketable securities
are valued primarily using quoted market prices utilizing market observable
inputs. Our investments in auction rate securities are classified within Level 3
because there are no active markets for the auction rate securities and
therefore we are unable to obtain independent valuations from market sources.
Therefore, the auction rate securities were valued using a discounted cash flow
model. Some of the inputs to the cash flow model are unobservable in the market.
The total amount of assets measured using Level 3 valuation methodologies
represented 3% of total assets as of March 31, 2009.
6. Goodwill
and Intangible Assets
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.
Intangible assets resulting from the acquisitions of entities accounted for
using the purchase method of accounting are recorded at the estimated fair value
of the assets acquired. Identifiable intangible assets are comprised of
purchased customer relationships, trademarks and trade names, developed
technologies and other intangible assets. 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,
tradenames and patent lives. These determinations are primarily based upon our
historical experience and expected benefit of the 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. Identifiable
intangible assets are amortized using the straight-line method over estimated
useful lives ranging from two to twenty years.
The
changes in carrying amounts of goodwill and other intangible assets for the
three months ended March 31, 2009 are as follows (in thousands):
|
|
Balance
as of
|
|
|
|
|
|
|
|
|
Foreign
Exchange
|
|
|
Balance
as of
|
|
|
|
January
1, 2009
|
|
|
Additions
|
|
|
Amortization
|
|
|
Translation
|
|
|
March
31, 2009
|
|
Goodwill
|
|
$ |
72,783 |
|
|
$ |
7,782 |
|
|
$ |
— |
|
|
$ |
(206 |
) |
|
$ |
80,359 |
|
Intangible
assets with indefinite lives
|
|
|
2,681 |
|
|
|
496 |
|
|
|
— |
|
|
|
— |
|
|
|
3,177 |
|
Intangible
assets subject to amortization
|
|
|
34,110 |
|
|
|
4,627 |
|
|
|
(1,922 |
) |
|
|
(44 |
) |
|
|
36,771 |
|
|
|
$ |
109,574 |
|
|
$ |
12,905 |
|
|
$ |
(1,922 |
) |
|
$ |
(250 |
) |
|
$ |
120,307 |
|
Intangible
assets with indefinite lives relate primarily to certain trade names and
trademarks. As of March 31, 2009, intangible assets subject to amortization
relate primarily to the following (in thousands):
|
Weighted-Average Amortization
|
|
Historical
|
|
|
Accumulated
|
|
|
|
|
|
Period
|
|
Cost
|
|
|
Amortization
|
|
|
Net
|
|
Patents
|
8.5
years
|
|
$ |
26,883 |
|
|
$ |
9,977 |
|
|
$ |
16,906 |
|
Technology
|
5.0
years
|
|
|
2,983 |
|
|
|
1,108 |
|
|
|
1,875 |
|
Customer
relationships
|
7.4
years
|
|
|
14,431 |
|
|
|
4,379 |
|
|
|
10,052 |
|
Trade
name
|
13.7
years
|
|
|
9,695 |
|
|
|
1,757 |
|
|
|
7,938 |
|
Total
|
|
|
$ |
53,992 |
|
|
$ |
17,221 |
|
|
$ |
36,771 |
|
Amortization
expense, included in general and administrative expense, during the three-month
periods ended March 31, 2009 and 2008 approximated $1.9 million and $1.2
million, respectively. Amortization expense is estimated to approximate $7.1
million, $6.1 million, $4.0 million, $3.6 million and $3.0 million for fiscal
years 2009 through 2013, respectively, and $14.8 million thereafter through the
duration of the amortization period.
7. Commitments
and Contingencies
We are
involved with various legal matters arising from the ordinary course of
business. Although the ultimate resolution of these various matters cannot be
determined at this time, we do not believe that such matters, individually or in
the aggregate, will have a material adverse effect on our future consolidated
results of operations, cash flows or financial condition. For additional
information on litigation matters, see Part II, Item 1. Legal
Proceedings.
Loans
will bear interest at the election of the Company at either:
·
|
LIBOR
plus a margin equal to 1.50% for interest periods of 1, 2, 3 or 6
months (the “Fixed
Interest Rate”); or
|
·
|
the
“Base Rate”, defined as the highest of (i) the reference rate in effect on
such date, (ii) the federal funds rate in effect on such date plus a
margin equal to 0.05% and (iii) the 1 month LIBOR
rate.
|
The
Company is also obligated to pay closing fees, letter of credit fees and
commitment fees customary for a credit facility of this size and
type.
Interest
on the loans is payable quarterly or, if accruing at a Fixed Interest Rate, on
the last day of the applicable LIBOR interest rate period, or for LIBOR interest
rate periods longer than 3 months, at the end of each 3-month period in the
applicable LIBOR interest rate period.
Pursuant
to the Credit Agreement, Phone People Holdings Corporation, a wholly-owned U.S.
subsidiary of the Company, entered into a Continuing Guaranty (the “Guaranty”)
in favor of Lender, pursuant to which it guarantied all of the obligations of
the Company under the Credit Agreement and is payable upon demand of the Lender.
Future significant subsidiaries based in the U.S. will also be required to
guaranty the Company’s obligations under the Credit
Agreement. “Significant subsidiary” is defined as subsidiaries that
had net income for the fiscal quarter then most recently ended in excess of ten
percent (10%) of EBITDA (as defined in the Credit Agreement) for such fiscal
quarter or had assets in excess of ten percent (10%) of the total assets of the
Company and its subsidiaries on a consolidated basis as at the end of the fiscal
quarter then most recently ended. Also pursuant to the Credit
Agreement, the Company is entering into a Security Pledge Agreement whereby the
Company grants to Lender a security interest in 65% of the issued stock of j2
Global Holdings Limited, a wholly owned Irish subsidiary of the
Company. The Company will also be required to grant a security
interest to Lender in 65% of the issued stock of any future non-U.S. based
significant subsidiary.
The
Credit Agreement contains customary affirmative and negative covenants,
including covenants that limit or restrict the Company’s ability to, among other
things, grant liens, dispose of assets, incur indebtedness, guaranty
obligations, merge or consolidate, acquire another company, make loans or
investments or repurchase stock, in each case subject to exceptions customary
for a credit facility of this size and type.
The
Credit Agreement also contains financial covenants that establish minimum
EBITDA, net worth and liquid asset levels and limit the amount of operating
lease obligations that may be assumed.
The
Credit Agreement includes customary events of default that include, among other
things, payment defaults, inaccuracy of representations and warranties, covenant
defaults, material bankruptcy and insolvency events, judgments and failure to
comply with judgments, tax defaults, change of control and cross defaults, in
each case subject to exceptions and/or thresholds customary for a credit
facility of this size and type. The occurrence of an event of default could
result in the acceleration of the Company’s repayment obligations under the
Credit Agreement.
8. Income
Taxes
Our tax
provision for interim periods is determined using an estimate of our annual
effective tax rate. Each quarter we update our estimate of the annual effective
tax rate, and if our estimated tax rate changes we make a cumulative adjustment.
Our annual effective tax rate is normally lower than the 35% U.S. federal
statutory rate and applicable apportioned state tax rates primarily due to
anticipated earnings of our subsidiaries outside of the U.S. in jurisdictions
where our effective tax rate is lower than in the U.S. As of March 31, 2009, our
effective tax rate was 29.9%. We do not provide for U.S. income taxes
on the undistributed earnings of our foreign operations since we intend to
reinvest them in our foreign jurisdictions.
We had
approximately $11.2 million in net deferred tax assets as of March 31, 2009
related primarily to net operating loss carryforwards and as a result of
differences in share-based compensation between our financial statements and our
tax returns. Based on our review, we concluded that these net deferred tax
assets do not require valuation allowances as of March 31, 2009. The net
deferred tax assets should be realized through future operating results and the
reversal of temporary differences.
As of
March 31, 2009 and December 31, 2008, we had $40.4 million and $38.6 million,
respectively, in liabilities for uncertain income tax positions. Accrued
interest and penalties related to unrecognized tax benefits are recognized in
income tax expense on our consolidated statement of operations.
Cash paid
for income taxes was zero and $1.9 million for the three months ended March 31,
2009 and 2008, respectively. Accrued income tax liabilities were $40.4 million
at March 31, 2009 and $38.6 million at December 31, 2008.
We are
currently under audit by the Internal Revenue Service for tax years 2004 through
2006 as well as the California Franchise Tax Board for tax years 2005 through
2007. It is possible that these audits may conclude in the next 12 months and
that the unrecognized tax benefits we have recorded in relation to these tax
years may change compared to the liabilities recorded for these periods.
However, it is not currently possible to estimate the amount, if any, of such
change.
9. Stockholders’
Equity
Common Stock Repurchase
Program
In
February 2008, j2 Global’s Board of Directors approved a common stock repurchase
program authorizing the repurchase of up to five million shares of our common
stock through the end of December 2010. The Repurchase Program was completed on
July 9, 2008; five million shares at an aggregated cost of $108.0 million
(including commission fees of $0.1 million) were repurchased. We have accounted
for these repurchases using the cost method. During the three months
ended March 31, 2008, we repurchased 3,534,189 shares at an aggregated cost of
approximately $75.9 million (including commission fees of $70,700). At March 31,
2009 and December 31, 2008, 8,680,568 common shares at an aggregate cost of
$112.7 million were held as treasury stock.
10. Stock Options and Employee Stock
Purchase Plan
Our
share-based compensation plans include our Second Amended and Restated 1997
Stock Option Plan, 2007 Stock Plan and 2001 Employee Stock Purchase Plan. Each
plan is described below.
The
Second Amended and Restated 1997 Stock Option Plan (the “1997 Plan”) terminated
in 2007. A total of 12,000,000 shares of common stock were authorized to be used
for 1997 Plan purposes. An additional 840,000 shares were authorized for
issuance upon exercise of options granted outside the 1997 Plan. As of March 31,
2009, 3,889,162 shares underlying options and 255,950 shares of restricted stock
were outstanding under the 1997 Plan, all of which continue to be governed by
the 1997 Plan.
The 2007 Stock Plan (the “2007 Plan”),
provides for the granting of incentive stock options, nonqualified stock
options, stock appreciation rights, restricted stock, restricted stock units and
other share-based awards. 4,500,000 shares of common stock are authorized to be
used for 2007 Plan purposes. Options under the 2007 Plan may be granted at
exercise prices determined by the Board of Directors, provided that the exercise
prices shall not be less than the fair market value of j2 Global’s common stock
on the date of grant for incentive stock options and not less than 85% of the
fair market value of j2 Global’s common stock on the date of grant for
non-statutory stock options. As of March 31, 2009, 1,067,453 shares
underlying options and 710,474 shares of restricted stock were outstanding under
the 2007 Plan, all of which continue to be governed by the 2007
Plan.
All stock
option grants are approved by “outside directors” within the meaning of Internal
Revenue Code Section 162(m).
Stock
Options
The
following table represents stock option activity for the three months ended
March 31, 2009:
|
|
|
|
|
|
|
|
Weighted-Average Remaining Contractual Term
(in years)
|
|
|
|
|
Outstanding
at January 1, 2009
|
|
|
4,322,930 |
|
|
$ |
11.73 |
|
|
|
|
|
|
|
Granted
|
|
|
678,000 |
|
|
|
17.32 |
|
|
|
|
|
|
|
Exercised
|
|
|
(3,965 |
) |
|
|
10.66 |
|
|
|
|
|
|
|
Canceled
|
|
|
(40,350 |
) |
|
|
32.15 |
|
|
|
|
|
|
|
Outstanding
at March 31, 2009
|
|
|
4,956,615 |
|
|
|
12.33 |
|
|
5.5
|
|
|
$ |
52,609,381 |
|
Exercisable
at March 31, 2009
|
|
|
3,141,902 |
|
|
|
7.06 |
|
|
3.7
|
|
|
$ |
47,868,951 |
|
Vested
and expected to vest at March 31, 2009
|
|
|
4,401,151 |
|
|
$ |
11.17 |
|
|
5.1
|
|
|
$ |
51,143,119 |
|
For the
three months ended March 31, 2009, we granted 678,000 options to purchase shares
of common stock pursuant to the 2007 Plan to newly hired and existing members of
management. These stock options vest 20% per year and expire 10 years from the
date of grant.
The per
share weighted-average grant-date fair values of stock options granted during
the three months ended March 31, 2009 and 2008 were $9.48 and $21.61,
respectively.
The
aggregate intrinsic values of options exercised during the three months ended
March 31, 2009 and 2008 were $35,599 and $605,000, respectively.
As of March 31, 2009 and December 31,
2008, unrecognized stock compensation related to non-vested share-based
compensation awards granted under the 1997 Plan and the 2007 Plan approximated
$39.8 million and $24.7 million, respectively. Unrecognized stock compensation
expense related to non-vested share-based compensation awards granted under
these plans is expected to be recognized ratably over a weighted-average period
of 3.49 years (i.e., the remaining requisite service period).
Fair Value
Disclosure
We use
the Black-Scholes option pricing model to calculate the fair-value of each
option grant. The expected volatility for the three months ended March 31, 2009
is based on historical volatility of our common stock. We elected to use the
simplified method for estimating the expected term as allowed by Staff
Accounting Bulletin (“SAB”) No. 110. Under the simplified method, the expected
term is equal to the midpoint between the vesting period and the contractual
term of the stock option. 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. Forfeitures are estimated at the date of grant based on
historical experience.
The
weighted-average fair values of stock options granted have been estimated
utilizing the following assumptions:
|
|
Three
Months Ended March 31,
|
|
|
|
2009
|
|
|
2008
|
|
Risk-free
interest rate
|
|
|
2.3 |
% |
|
|
3.0 |
% |
Expected
term (in years)
|
|
|
6.5 |
|
|
|
6.5 |
|
Dividend
yield
|
|
|
0 |
% |
|
|
0 |
% |
Expected
volatility
|
|
|
55 |
% |
|
|
65 |
% |
Weighted-average
volatility
|
|
|
55 |
% |
|
|
65 |
% |
Share-Based Compensation
Expense
The
following table represents share-based compensation expense included in cost of
revenues and operating expenses in the accompanying condensed consolidated
statements of operations for the three months ended March 31, 2009 and 2008 (in
thousands):
|
|
Three
Months Ended March 31,
|
|
|
|
2009
|
|
|
2008
|
|
Cost
of revenues
|
|
$ |
281 |
|
|
$ |
175 |
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Sales
and marketing
|
|
|
377 |
|
|
|
338 |
|
Research,
development and engineering
|
|
|
196 |
|
|
|
214 |
|
General
and administrative
|
|
|
1,441 |
|
|
|
1,300 |
|
|
|
$ |
2,295 |
|
|
$ |
2,027 |
|
Restricted
Stock
We have
awarded restricted shares of common stock to our board of directors and senior
staff pursuant to the 1997 Plan and the 2007 Plan. Compensation expense
resulting from restricted stock grants is measured at fair value on the date of
grant and is recognized as share-based compensation expense over a five-year
vesting period. During the three months ended March 31, 2009, we granted 652,000
shares of restricted stock. We recognized $639,397 of related compensation
expense in the three months ended March 31, 2009 related to restricted stock
awards. As of March 31, 2009, we have unrecognized share-based compensation cost
of approximately $16.2 million associated with these awards. This cost is
expected to be recognized over a weighted-average period of 4.1
years.
Restricted
stock activity for the three months ended March 31, 2009 is set forth
below:
|
|
|
|
|
Weighted-Average
|
|
|
|
|
|
|
Grant-Date
|
|
|
|
Shares
|
|
|
Fair
Value
|
|
Nonvested
at January 1, 2009
|
|
|
319,494 |
|
|
$ |
23.75 |
|
Granted
|
|
|
652,000 |
|
|
|
17.19 |
|
Vested
|
|
|
(5,070 |
) |
|
|
28.50 |
|
Canceled
|
|
|
— |
|
|
|
— |
|
Nonvested
at March 31, 2009
|
|
|
966,424 |
|
|
$ |
19.52 |
|
Employee Stock Purchase
Plan
Our 2001
Employee Stock Purchase Plan (the “Purchase Plan”), provides for the issuance of
a maximum of two million shares of 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 j2 Global’s common stock at certain
plan-defined dates. The price of the common stock purchased under the Purchase
Plan for the offering periods is equal to 95% of the fair market value of the
common stock at the end of the offering period. For the three months ended March
31, 2009 and 2008, 1,760 and 2,846 shares were purchased under the plan,
respectively. Cash received upon the issuance of common stock under the Purchase
Plan was approximately $33,000 and $59,000 for the three months ended March 31,
2009 and 2008, respectively. As of March 31, 2009, 1,665,575 shares
were available under the Purchase Plan for future issuance.
11. Earnings
Per Share
Basic
earnings per share is computed on the basis of the weighted-average number of
common shares outstanding. Diluted earnings per share is computed on the basis
of the weighted-average number of common shares outstanding plus the dilutive
effect of outstanding stock options and restricted stock or other common stock
equivalents using the “treasury stock” method. The components of basic and
diluted earnings per share are as follows (in thousands, except share and per
share data):
|
|
Three
Months Ended March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
Numerator
for basic and diluted net earnings per common share:
|
|
|
|
|
|
|
Net
earnings
|
|
$ |
18,652 |
|
|
$ |
16,794 |
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted-average
outstanding shares of common stock
|
|
|
43,627,071 |
|
|
|
47,259,118 |
|
Dilutive
effect of:
|
|
|
|
|
|
|
|
|
Employee
stock options
|
|
|
1,101,840 |
|
|
|
1,038,558 |
|
Restricted
stock
|
|
|
— |
|
|
|
32,366 |
|
Common
stock and common stock equivalents
|
|
|
44,728,911 |
|
|
|
48,330,042 |
|
|
|
|
|
|
|
|
|
|
Net
earnings per share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.43 |
|
|
$ |
0.36 |
|
Diluted
|
|
$ |
0.42 |
|
|
$ |
0.35 |
|
For the
three month period ended March 31, 2009 and 2008, there were 924,415 and 688,764
options outstanding, respectively, which were excluded from the computation of
diluted earnings per share because the exercise prices were greater than the
average market price of the common shares.
12. Comprehensive
Income
The
components of comprehensive income were net earnings and accumulated other
comprehensive income. Comprehensive income for the three months ended March 31,
2009 and 2008 is as follows (in thousands):
|
|
Three
Months Ended March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
Net
earnings
|
|
$ |
18,652 |
|
|
$ |
16,794 |
|
Other
comprehensive income:
|
|
|
|
|
|
|
|
|
Foreign
currency translation adjustment
|
|
|
(889 |
) |
|
|
1,558 |
|
Amortization
of unrealized loss of held-to-maturity securities
|
|
|
7 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
Comprehensive
income
|
|
$ |
17,770 |
|
|
$ |
18,359 |
|
Other comprehensive income, net of
tax, for the three month period ended March 31, 2009 and 2008 are ($618) and
$1,103, respectively.
13. Geographic
Information
We
maintain operations in the U.S., Canada, Ireland, the United Kingdom and other
international territories. Geographic information about the U.S. and
international territories for the reporting periods is presented below. Such
information attributes revenues based on the location of a customer’s Direct
Inward Dial (“DID”) number for services using such a number or a customer’s
residence for other services (in thousands):
|
|
Three
Months Ended March 31,
|
|
|
|
2009
|
|
|
2008
|
|
Revenue:
|
|
|
|
|
|
|
United
States
|
|
$ |
51,630 |
|
|
$ |
50,122 |
|
All
other countries
|
|
|
8,761 |
|
|
|
8,526 |
|
|
|
$ |
60,391 |
|
|
$ |
58,648 |
|
|
|
|
|
|
|
|
|
|
|
|
March
31,
|
|
|
December
31,
|
|
|
|
2009
|
|
|
2008
|
|
Long-lived
assets:
|
|
|
|
|
|
|
|
|
United
States
|
|
$ |
45,374 |
|
|
$ |
43,163 |
|
All
other countries
|
|
|
9,349 |
|
|
|
9,885 |
|
|
|
$ |
54,723 |
|
|
$ |
53,048 |
|
Item
2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations
Forward-Looking
Information
In addition to historical
information, the foregoing Management’s Discussion and Analysis of Financial
Condition and Results of Operations contains forward-looking statements. These
forward-looking statements involve risks, uncertainties and assumptions. The
actual results may differ materially from those anticipated in these
forward-looking statements as a result of many factors, including but not
limited to those discussed below, the risk factors discussed in Part
II, Item 1A - “Risk Factors” of this Quarterly Report on Form 10-Q and in Part
I, Item 1A - “Risk Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2008 (together, the “Risk Factors”), and the factors discussed in
the section in this Quarterly Report on Form 10-Q entitled “Quantitative and
Qualitative Disclosures About Market Risk”. Readers are cautioned not to place
undue reliance on these forward-looking statements, which reflect management’s
opinions only as of the date hereof. We undertake no obligation to revise or
publicly release the results of any revision to these forward-looking
statements. Readers should carefully review the Risk Factors and the risk
factors set forth in other documents we file from time to time with the
SEC.
Some
factors that could cause actual results to differ materially from those
anticipated in these forward-looking statements include, but are not limited to,
our ability to:
o
|
Sustain
growth or profitability, particularly in light of an uncertain U.S. or
worldwide economy and the related impact on customer acquisitions,
cancelations and credit and debit card payment
declines;
|
o
|
Continue
to maintain, expand and retain our customer
base;
|
o
|
Compete
with other similar providers with regard to price, service and
functionality;
|
o
|
Cost-effectively
procure and retain large quantities of telephone numbers in desired
locations in the United States and
abroad;
|
o
|
Achieve
business and financial objectives in light of burdensome
telecommunications or Internet regulation or higher-than-expected tax
rates or exposure to additional income tax
liabilities;
|
o
|
Successfully
manage our cost structure, including but not limited to our
telecommunication- and personnel-related
expenses;
|
o
|
Successfully
adapt to technological changes in the messaging, communications and
document management industries;
|
o
|
Successfully
protect our intellectual property and avoid infringing upon the
proprietary rights of others;
|
o
|
Adequately
manage growth in terms of managerial and operational
resources;
|
o
|
Maintain
and upgrade our systems and infrastructure to deliver acceptable levels of
service quality and security of customer data and
messages;
|
o
|
Not
incur unanticipated tax liabilities and accurately estimate the
assumptions underlying our effective worldwide tax
rate;
|
o
|
Introduce
new services and achieve acceptable levels of returns-on-investment for
those new services;
|
and
o
|
Recruit
and retain key personnel.
|
In
addition, our financial results could be materially impacted by risks associated
with new accounting pronouncements and by currency fluctuations.
Overview
j2 Global
Communications, Inc. (“j2 Global”, “our”, “us” or “we”) is a Delaware
corporation founded in 1995. By leveraging the power of the Internet, we provide
outsourced, value-added messaging and communications services to individuals and
businesses throughout the world. We offer fax, voicemail, email and call
handling services and bundled suites of certain of these services. We market our
services principally under the brand names eFax®, eFax Corporate®, Onebox®,
eVoice® and Electric Mail®.
We
deliver many of our services through our global telephony/Internet Protocol
(“IP”) network, which spans more than 3,200 cities in 46 countries
across six continents. We have created this network, and continuously seek
to expand it, through negotiating with U.S. and foreign telecommunications and
co-location providers for telephone numbers (also referred to as Direct Inward
Dial numbers or “DIDs”), Internet bandwidth and co-location space for our
equipment. We maintain and seek to grow an inventory of telephone numbers to be
assigned to new customers. Most of these numbers are “local” (as opposed to
toll-free), which enables us to provide our paying subscribers telephone numbers
with a geographic identity. In addition to growing our business internally, we
have used small acquisitions to grow our customer base, enhance our technology
and acquire skilled personnel.
Our core
services include fax, voicemail, email and call handling, as well as bundled
suites of certain of these services. These are business services that make our
customers more efficient, more mobile, more cost-effective and more secure than
traditional alternatives. We generate substantially all of our revenue from
subscribers that pay activation, subscription and usage fees. Activation and
subscription fees are referred to as “fixed” revenues, while usage fees are
referred to as “variable” revenues. We also generate revenues from patent
licensing fees, advertising and revenue share from our customers’ use of premium
rate telephone numbers. Of the 11.4 million telephone numbers deployed as of
March 31, 2009, approximately 1.3 million were serving paying subscribers, with
the balance deployed to free subscribers, including those with premium rate
telephone numbers. We operate in one reportable segment: value-added messaging
and communications services, which provides for the delivery of fax, voice and
email messages and communications via the telephone and/or Internet
networks.
During
the past three years, we have derived a substantial portion of our revenues from
our DID-based services, including eFax, Onebox and eVoice. As a result, we
believe that paying DIDs and the revenues associated therewith are an important
metric for understanding our business. It has been and continues to be our
objective to increase the number of paying DIDs through a variety of
distribution channels and marketing arrangements and by enhancing our brand
awareness. In addition, we seek to increase revenues through a combination of
stimulating use by our customers of usage-based services, introducing new
services and instituting appropriate price increases to our fixed monthly
subscription and other fees.
For the
past three years, 90% or more of our total revenues have been produced by our
DID-based services. DID-based revenues have increased to $229.0 million from
$167.9 million for the three-year period ended December 31, 2008. The primary
reason for this increase was a 67% increase in the number of paid DIDs over this
period. We expect that DID-based revenues will continue to be a dominant driver
of total revenues.
The
following table sets forth our key operating metrics for the three months ended
March 31, 2009 and 2008 (in thousands, except for percentages and average
revenue per paying telephone number):
|
|
March
31,
|
|
|
|
2009
|
|
|
2008
|
|
Free
service telephone numbers
|
|
|
10,138 |
|
|
|
10,098 |
|
Paying
telephone numbers
|
|
|
1,274 |
|
|
|
1,099 |
|
Total
active telephone numbers
|
|
|
11,412 |
|
|
|
11,197 |
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months Ended March 31,
|
|
|
|
2009
|
|
|
2008
|
|
Subscriber
revenues:
|
|
|
|
|
|
|
|
|
Fixed
|
|
$ |
48,799 |
|
|
$ |
44,259 |
|
Variable
|
|
|
10,841 |
|
|
|
12,956 |
|
Total
subscriber revenues
|
|
$ |
59,640 |
|
|
$ |
57,215 |
|
|
|
|
|
|
|
|
|
|
Percentage
of total subscriber revenues:
|
|
|
|
|
|
|
|
|
Fixed
|
|
|
81.8 |
% |
|
|
77.4 |
% |
Variable
|
|
|
18.2 |
% |
|
|
22.6 |
% |
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
DID-based
|
|
$ |
57,449 |
|
|
$ |
55,001 |
|
Non-DID-based
|
|
|
2,942 |
|
|
|
3,647 |
|
Total
revenues
|
|
$ |
60,391 |
|
|
$ |
58,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
monthly revenue per paying telephone number(1)
|
|
$ |
14.85 |
|
|
$ |
16.21 |
|
(1)See
calculation of average monthly revenue per paying telephone number at the end of
Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of
Operations.
Critical Accounting Policies and
Estimates
In the
ordinary course of business, we have made a number of estimates and assumptions
relating to the reporting of results of operations and financial condition in
the preparation of our financial statements. Actual results could differ
significantly from those estimates under different assumptions and conditions.
Our critical accounting policies are described in our 2008 Annual Report on Form
10-K filed with the SEC on February 25, 2009 as amended on March 5, 2009. During
the three months ended March 31, 2009, there were no significant changes in our
critical accounting policies and estimates.
Results
of Operations for the Three Months Ended March 31, 2009
Revenues
Subscriber Revenues.
Subscriber revenues consist of both a fixed monthly or annual recurring
subscription component and a variable component which is driven by the actual
usage of our service offerings. Over the past three calendar years the fixed
portion of our subscriber revenues has contributed an increasing percentage to
our total subscriber revenues. Subscriber revenues were
$59.6 million and $57.2 million for the three months ended March 31, 2009 and
2008, respectively. This increase in subscriber revenues was due to an increase
in our paying subscriber base. The increase in our base of paying subscribers
primarily resulted from new subscribers coming directly to our Websites,
free-to-paid subscriber upgrades, small to mid-sized corporate and enterprise
sales, direct large enterprise and government sales, direct marketing costs for
acquisition of paying subscribers and international sales and business
acquisitions, in each case net of cancellations.
Other Revenues. Other
revenues were $0.8 million and $1.4 million for the three months ended March 31,
2009 and 2008, respectively. Other revenues consist primarily of patent
licensing revenues and advertising revenues generated by delivering email
messages to our customers on behalf of advertisers. The decrease in other
revenues resulted primarily from a reduction in patent licensing revenues
resulting from our recent acquisitions of patent licensees and a reduction in
advertising revenues due to the general economic environment.
Cost
of Revenues
Cost of
revenues is primarily comprised of costs associated with data and voice
transmission, telephone numbers, network operations, customer service, on-line
processing fees and equipment depreciation. Cost of revenues was $11.4 million,
or 19% of total revenues, and $11.6 million, or 20% of total revenues, for the
three months ended March 31, 2009 and 2008, respectively. The decrease in cost
of revenues was primarily due to a reduction in equipment depreciation, as
certain assets have been fully depreciated and sales taxes in connection with
the relocation of certain network operations to a more favorable taxing
locality. This reduction was partially offset by increased payment processing
fees as a result of certain acquisitions.
Operating
Expenses
Sales and Marketing. Our
sales and marketing costs consist primarily of Internet-based advertising, sales
and marketing personnel costs and other business development-related expenses.
Our Internet-based advertising relationships consist primarily of fixed cost and
performance-based (cost-per-impression, cost-per-click and cost-per-acquisition)
advertising relationships with an array of online service providers. We have a
disciplined return-on-investment approach to our Internet-based advertising and
marketing spend, which causes sales and marketing costs as a percentage of total
revenues to vary from period to period based upon available opportunities. Sales
and marketing expenses were $8.9 million, or 15% of total revenues, and $10.2
million, or 17% of total revenues, for the three months ended March 31, 2009 and
2008, respectively. The decrease in sales and marketing expenses for the three
months ended March 31, 2009 was primarily due to reduced domestic and
international third party marketing expense and reduced personnel
costs.
Research, Development and
Engineering. Our research, development and engineering costs consist
primarily of personnel-related expenses. Research, development and engineering
costs were $2.9 million, or 5% of total revenues, and $3.1 million, or 5% of
total revenues, for the three months ended March 31, 2009 and 2008,
respectively. The decrease in research, development and engineering costs for
the three months ended March 31, 2009 compared to the same period in the prior
year was primarily due to a decrease in personnel costs.
General and Administrative.
Our general and administrative costs consist primarily of personnel-related
expenses, depreciation and amortization, share-based compensation expense, bad
debt expense and insurance costs. General and administrative costs were $10.7
million, or 18% of total revenues, and $11.2 million, or 19% of total revenues,
for the three months ended March 31, 2009 and 2008, respectively. The decrease
compared to the same period in the prior year was primarily due to reduced legal
expenses and a non-recurring reversal of accrued taxes
associated
with stock options. This reduction was offset by increased share-based
compensation expense and depreciation and amortization due to
acquisitions.
Share-Based
Compensation
The
following table represents share-based compensation expense included in cost of
revenues and operating expenses in the accompanying condensed consolidated
statements of operations for the three months ended March 31, 2009 and 2008 (in
thousands):
|
|
Three
Months Ended March 31,
|
|
|
|
2009
|
|
|
2008
|
|
Cost
of revenues
|
|
$ |
281 |
|
|
$ |
175 |
|
Sales
and marketing
|
|
|
377 |
|
|
|
338 |
|
Research,
development and engineering
|
|
|
196 |
|
|
|
214 |
|
General
and administrative
|
|
|
1,441 |
|
|
|
1,300 |
|
|
|
$ |
2,295 |
|
|
$ |
2,027 |
|
Non-Operating
Income and Expenses
Interest and Other Income,
net. Our interest and other income, net is generated primarily from
interest earned on cash, cash equivalents and short-term and long-term
investments. Interest and other income, net, was $0.1 million and $1.3 million
for the three months ended March 31, 2009 and 2008, respectively. The decrease
in interest and other income, net, was primarily due to falling interest rates
and a decrease in investment balances.
Income
Taxes
Our
effective tax rate is based on pre-tax income, statutory tax rates, tax
regulations (including those related to transfer pricing) and different tax
rates in the various jurisdictions in which we operate. The tax bases of our
assets and liabilities reflect our best estimate of the tax benefits and costs
we expect to realize. When necessary, we establish valuation allowances to
reduce our deferred tax assets to an amount that will more likely than not be
realized. Income tax
expense amounted to approximately $8.0 million and $7.0 million for the three
months ended March 31, 2009 and 2008, respectively. Our first quarter 2009
effective tax rate was approximately 29.9% compared to 29.5% for the first
quarter 2008. The increase is due to proportionally fewer earnings from foreign
operations which are taxed at lower rates than in the United States and a
decrease in tax-exempt interest income.
Liquidity
and Capital Resources
Cash
and Cash Equivalents and Investments
At March
31, 2009, we had cash and investments of $179.3 million compared to cash and
investments of $161.9 million at December 31, 2008. The increase in cash and
investments resulted primarily from cash provided by operations offset by cash
used in connection with business acquisitions. At March 31, 2009, cash and
investments consisted of cash and cash equivalents of $168.2 million, short-term
investments of $11,000 and long-term investments of $11.1 million. Our
investments are comprised primarily of readily marketable corporate debt
securities, auction rate debt and preferred securities and certificates of
deposits. For financial statement presentation, we classify our investments
primarily as held-to-maturity and, thus, they are reported as short and
long-term based upon their maturity dates. Short-term investments mature within
one year of the date of the financial statements and long-term investments
mature one year or more from the date of the financial statements. We retain a
substantial portion of our cash in foreign jurisdictions for future
reinvestment. If we were to repatriate funds held overseas, we would
incur U.S. income tax on the repatriated amount at an approximate blended
federal and state rate of 40%.
Our
long-term investments consist primarily of auction rate debt securities that are
illiquid due to failed auctions. During the fourth quarter of 2007, as a result
of such failed auctions, we reclassified certain short-term available-for-sale
investments of $11.4 million to long-term held-to-maturity investments and had
an unrealized loss of $0.3 million in accumulated other comprehensive
income/(loss) in our consolidated financial statements. If the issuer is unable
to successfully close future auctions and their credit rating deteriorates, we
may be required to adjust the carrying value of the investment through an
impairment charge. We classify auction rate debt securities as long-term
investments as we intend to hold them to maturity. Based on our ability to
access our cash and other short-term investments, our expected operating cash
flows, and our other sources of cash, we do not anticipate the lack of liquidity
on these investments to affect our ability to operate our business as usual.
There have been no significant changes in the maturity dates and average
interest rates for our investment portfolio and debt obligations subsequent to
March 31, 2009.
We
currently anticipate that our existing cash and cash equivalents and short-term
investment balances and cash generated from operations will be sufficient to
meet our anticipated needs for working capital and capital expenditures, and
investment requirements for at least the next 12 months.
Cash
Flows
Our
primary sources of liquidity are cash flows generated from operations, together
with cash and cash equivalents and short-term investments. Net cash provided by
operating activities was $31.2 million and $27.4 million for the three months
ended March 31, 2009 and 2008, respectively. Our operating cash flows resulted
primarily from cash received from our subscribers. Our cash and cash equivalents
and short-term investments were $168.2 million at March 31, 2009.
Net cash
(used in) provided by investing activities was approximately ($13.0) million and
$43.7 million for the three months ended March 31, 2009 and 2008, respectively.
For the three months ended March 31, 2009, net cash used in investing activities
was primarily attributable to business acquisitions. For the three months ended
March 31, 2008, net cash used in investing activities was primarily attributable
to the sales of available-for-sale investments and net redemptions and sales of
held-to-maturity investments.
Net cash
provided by (used in) financing activities was approximately $46,000 and ($75.6)
million for the three months ended March 31, 2009 and 2008, respectively. For
the three months ended March 31, 2009, net cash provided by financing activities
was primarily attributable to the proceeds from the exercise of stock options
and common shares issued under our employee stock purchase plan, partially
offset by the repurchase of restricted stock. For the three months
ended March 31, 2008, net cash used in financing activities was primarily
attributable to the repurchase of our common stock, partially offset by excess
tax benefits on stock option exercises.
Contractual
Obligations and Commitments
The
following table summarizes our contractual obligations and commitments as of
March 31, 2009:
|
|
Payments
Due in
|
|
|
|
|
|
|
(in
thousands)
|
|
|
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
Thereafter
|
|
|
Total
|
|
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
leases
|
|
$ |
1,103 |
|
|
$ |
407 |
|
|
$ |
212 |
|
|
$ |
197 |
|
|
$ |
79 |
|
|
$ |
554 |
|
|
$ |
2,552 |
|
Telecom
services and co-location facilities
|
|
|
4,639 |
|
|
|
5,871 |
|
|
|
691 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,742 |
|
|
$ |
6,278 |
|
|
$ |
903 |
|
|
$ |
197 |
|
|
$ |
79 |
|
|
$ |
554 |
|
|
$ |
13,753 |
|
The following table represents key drivers of our
business and is provided as additional information to readers of the
consolidated financial statements.
Calculation
of Average Monthly Revenue per Paying Telephone Number:
|
|
Three
Months Ended March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In
thousands except average monthly revenue per paying telephone
number)
|
|
|
|
|
|
|
|
|
DID-based
revenues
|
|
$ |
57,449 |
|
|
$ |
55,001 |
|
Less
other revenues
|
|
|
1,528 |
|
|
|
2,430 |
|
Total
paying telephone number revenues
|
|
$ |
55,921 |
|
|
$ |
52,571 |
|
|
|
|
|
|
|
|
|
|
Average
paying telephone number monthly revenue (total divided by number of
months)
|
|
$ |
18,640 |
|
|
$ |
17,524 |
|
|
|
|
|
|
|
|
|
|
Number
of paying telephone numbers
|
|
|
|
|
|
|
|
|
Beginning
of period
|
|
|
1,236 |
|
|
|
1,064 |
|
End
of period
|
|
|
1,274 |
|
|
|
1,099 |
|
|
|
|
|
|
|
|
|
|
Average
of period
|
|
|
1,255 |
|
|
|
1,081 |
|
|
|
|
|
|
|
|
|
|
Average
monthly revenue per paying telephone number(1)
|
|
$ |
14.85 |
|
|
$ |
16.21 |
|
(1)Due to
rounding, individual numbers may not add.
Credit
Agreement
On
January 5, 2009, we entered into a Credit Agreement (the “Credit Agreement”)
with Union Bank, N.A. (“Lender”) in order to further enhance our liquidity in
the event of potential acquisitions (see Note 7 - Commitments and Contingencies
for further details).
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
The
following discussion of the market risks we face contains forward-looking
statements. Forward-looking statements are subject to risks and uncertainties.
Actual results could differ materially from those discussed in the
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. j2 Global 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 2009.
Interest
Rate Risk
Our
exposure to market risk for changes in interest rates relates primarily to our
investment portfolio. We maintain an investment portfolio of various holdings,
types and maturities. The primary objectives of our investment activities are to
preserve our principal while at the same time maximizing yields without
significantly increasing risk. To achieve these objectives, we maintain our
portfolio of cash equivalents and investments in a mix of instruments that meet
high credit quality standards, as specified in our investment policy. Our cash
and cash equivalents are not subject to significant interest rate risk due to
the short maturities of these instruments. As of March 31, 2009, the carrying
value of our cash and cash equivalents approximated fair value. Our return on
these investments is subject to interest rate fluctuations.
Our short
and long-term investments are comprised primarily of readily marketable
corporate debt securities, auction rate debt, preferred securities and
certificates of deposits. Investments in fixed rate interest earning instruments
carry a degree of interest rate risk. Fixed rate securities may have their fair
market value adversely impacted due to a rise in interest rates. Our interest
income is sensitive to changes in the general level of U.S. and foreign
countries’ interest rates. Due in part to these factors, our future investment
income may fall short of expectations due to changes in interest
rates.
As of
March 31, 2009, we had investments in debt securities with effective maturities
greater than one year of approximately $11.1 million. Such investments had a
weighted average yield of approximately 0.54%. Based on our cash and cash
equivalents and short and long-term investment holdings as of March 31, 2009, an
immediate 100 basis point decline in interest rates would decrease our annual
interest income by approximately $1.8 million.
As of
January 5, 2009, we entered into a line of credit agreement to be used for
working capital and general corporate purposes. If we were to borrow from this
line of credit agreement we would be subject to the prevailing interest rates
and could be exposed to interest rate fluctuations.
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 these risks.
Foreign
Currency Risk
We
conduct business in certain foreign markets, primarily in Canada and the
European Union. Our primary exposure to foreign currency risk relates to
investment in foreign subsidiaries that transact business in a functional
currency other than the U.S. Dollar, primarily the Canadian Dollar, Euro and
British Pound Sterling. However, the exposure is mitigated by our practice of
generally reinvesting profits from international operations in order to grow
that business.
As we
increase our operations in international markets we become increasingly exposed
to changes in currency exchange rates. The economic impact of currency exchange
rate movements is often linked to variability in real growth, inflation,
interest rates, governmental actions and other factors. These changes, if
material, could cause us to adjust our financing and operating
strategies.
As
currency exchange rates change, translation of the income statements of the
international businesses into U.S. Dollars affects year-over-year comparability
of operating results. Historically, we have not hedged translation risks because
cash flows from international operations were generally reinvested locally;
however, we may do so in the future. Our objective in managing foreign exchange
risk is to minimize the potential exposure to changes that exchange rates might
have on earnings, cash flows and financial position.
Foreign
exchange gains and losses were not material to our earnings for the three months
ended March 31, 2009. For the three months ended March 31, 2009, translation
adjustments amounted to approximately $(0.9) million. As of March 31, 2009,
cumulative translation adjustments included in other comprehensive income
amounted to approximately $(4.8) million.
We
currently do not have derivative financial instruments for hedging, speculative
or trading purposes and therefore are not subject to such hedging risk. However,
we may in the future engage in hedging transactions to manage our exposure to
fluctuations in foreign currency exchange rates.
Item 4. Controls and
Procedures
(a)
Evaluation of Disclosure Controls and Procedures
j2
Global’s management, with the participation of our principal executive officer
and principal financial officer, performed an evaluation of j2 Global’s
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
of the Securities Exchange Act of 1934 (“Exchange Act”)) as of the end of the
period covered by this report. Our principal executive officer and principal
financial officer have concluded that j2 Global’s disclosure controls and
procedures were effective to ensure that information required to be disclosed in
reports we file or submit under the Exchange Act is (1) recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms, and (2) accumulated and communicated to our
management to allow their timely decisions regarding required
disclosure.
(b)
Changes in Internal Controls
There
were no changes in our internal control over financial reporting that occurred
during the first quarter ended March 31, 2009 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.
PART
II. OTHER INFORMATION
Item 1. Legal
Proceedings
Overview
of Patent Litigation
As part
of our continuing effort to prevent the unauthorized use of our intellectual
property, we have initiated litigation against the following companies, among
others, for infringing our patents relating to Internet fax and other messaging
technologies: Captaris, Inc., a subsidiary of Open Text Corporation
(“Captaris”), Integrated Global Concepts, Inc. (“IGC”), Venali, Inc. (“Venali”)
and Protus IP Solutions, Inc. (“Protus”). Captaris, IGC, Venali and Protus have
each filed counterclaims against us, which are described in more detail
below.
In
February 2004 (the “2004 case”) and July 2005 (the “2005 case”), we filed two
lawsuits against Venali, in the United States District Court for the Central
District of California for infringement of several of our U.S. patents. On
January 13, 2006, the 2004 case was stayed pending reexamination of three of the
patents in suit. A fourth patent (the “‘321 patent”) was not accepted into
reexamination in this suit, but was subsequently submitted for reexamination by
another company. All three of the patents submitted for reexamination by Venali
have emerged from reexamination. In response to our motion, on April 23, 2009,
the Court lifted the stay, conditional on j2 dismissing without prejudice its
infringement claims under the ‘321 patent which remains subject to a USPTO
reexamination proceeding.
In the
2005 case, Venali filed various counterclaims against us on December 27, 2006,
which relate in substantial part to the patent infringement claims by us against
Venali. On May 11, 2007, the court entered a claim construction order regarding
the disputed terms of the patents-in-suit. On August 12, 2008, the court granted
Venali’s motion for summary judgment of non-infringement. On November 3, 2008,
the court granted our summary judgment motion on Venali’s remaining
counterclaims, which alleged antitrust violations based on our enforcement of
our patents. We have appealed the non-infringement rulings in the 2005 case to
the United States Court of Appeals for the Federal Circuit. Venali did not
appeal the dismissal of its counterclaims.
In August
2005, we filed a lawsuit against Protus in the United States District Court for
the Central District of California for infringement of several of our U.S.
patents. On January 13, 2006, the case was stayed pending reexamination of the
patents in suit. All patents subject to reexamination, except the
‘321 patent, have emerged from reexamination. In response to our
motion, on April 23, 2009, the Court lifted the stay, conditional on j2
dismissing without prejudice its infringement claims under the ‘321 patent. On
May 4, 2009, we dismissed without prejudice our claims under the ‘321
patent.
Overview
of Legal Proceedings Against Us
From time
to time, we are involved in litigation and other disputes or regulatory
inquiries that arise in the ordinary course of our business. Many of these
actions are filed in response to patent actions filed by us against the
plaintiffs. The number and significance of these disputes and inquiries has
increased as our business expands and j2 Global grows. Any claims or regulatory
actions against us, whether meritorious or not, could be time-consuming, result
in costly litigation, require significant management time and result in
diversion of significant operational resources.
In
January 2006, we filed a complaint in the United States District Court for the
Central District of California against Protus asserting causes of action for
violation of the Federal Telephone Consumer Protection Act, trespass to
chattels, and unfair business practices as a result of Protus sending “junk
faxes” to us and our customers. We are seeking statutory and treble damages,
attorneys’ fees, interest and costs, as well as a permanent injunction against
Protus continuing its junk fax sending practices. In September 2007, Protus
filed a counterclaim against us asserting the same causes of action as those
asserted against it, as well as claims for false advertising, trade libel,
tortious interference with prospective economic advantage and defamation. Protus
is seeking, among other things, general
and
special damages, treble damages, punitive damages, attorneys’ fees, interest and
costs, as well as a permanent injunction against us sending any more junk faxes.
The parties are engaged in discovery. Trial is currently set for March 2,
2010.
On
September 15, 2006, one of our affiliates filed a patent infringement suit
against IGC in the United States District Court for the Northern District of
Georgia. On October 11, 2007, IGC filed counterclaims against us and
several other parties. On April 23, 2008, the court ordered IGC to replead its
counterclaims. IGC filed amended counterclaims on May 13, 2008, alleging
violations of Section 2 of the Sherman Act and breach of contract. IGC is
seeking damages, including treble and punitive damages, an injunction against
further violations, divestiture of certain assets, attorneys’ fees and costs. On
June 13, 2008, we moved to dismiss the amended counterclaims and on August 28,
2008, we moved to stay the action pending the appeal in the 2005 case against
Venali, described above, that involves the same patents and claims at issue in
the IGC action. On February 18, 2009, the Court granted our motion to stay the
case pending the conclusion of the Venali appeal.
On
December 12, 2006, Venali filed suit against us in the United States District
Court for the Southern District of Florida, alleging infringement of U.S. Patent
Number 7,114,004 (the “ ’004 Patent”). Venali is seeking damages in the
amount of lost profits or a reasonable royalty, a permanent injunction against
continued infringement, treble damages, attorneys’ fees, interest and costs. On
March 6, 2007, we filed an answer to the complaint denying liability. On May 17,
2007, we filed a request with the U.S. Patent & Trademark Office for
reexamination of the ’004 Patent, which request was granted on July 27, 2007. On
August 20, 2007, the court granted our motion to stay the action pending the
reexamination.
On May 9,
2007, Bear Creek Technologies, Inc. (“Bear Creek”) filed suit against us in the
United States District Court for the Eastern District of Texas, alleging
infringement of U.S. Patent Number 6,985,494 (the “ ‘494 patent”). Bear
Creek is seeking damages in at least the amount of a reasonable royalty, a
permanent injunction against continued infringement, treble damages, attorneys’
fees, interest and costs. On June 29, 2007, we filed an answer to the complaint
denying liability, asserting affirmative defenses and asserting counterclaims of
non-infringement and invalidity. On September 21, 2007, Bear Creek filed its
reply to our counterclaims, denying each one. On February 11, 2008 we filed a
request for reexamination of the ‘494 patent. On February 28, 2008, the Court
stayed the case during the pendency of the reexamination proceedings. On April
18, 2008, the United States Patent and Trademark Office granted the
reexamination request. On February 12, 2009, the United States Patent and
Trademark Office (“USPTO”) finally rejected the reexamined claims and Bear
Creek failed to file a response within the prescribed timeframe. The case
examiner has not yet issued a right of appeal.
On June
26, 2008, we filed a patent infringement suit against Captaris in the United
States District Court for the Eastern District of Texas. On February 6, 2009,
Captaris filed counterclaims against us seeking declaratory judgments of
non-infringement and invalidity of our patents and unenforceability of our
patents based on inequitable conduct as well as purporting to allege antitrust
violations of Section 1 & 2 of the Sherman Act and Section 7 of the Clayton
Act and California’s Business and Professions Code §§ 16720 and
17200. Captaris is seeking dismissal of our patent infringement
claims, damages, including treble and punitive damages, an injunction against
further violations, and attorneys’ fees and costs. The parties have begun the
claim construction phase of the litigation, moving toward a claim construction
hearing in late September.
We do not
believe, based on current knowledge, that any of the foregoing legal proceedings
or claims is likely to have a material adverse effect on our consolidated
financial position, results of operations or cash flows. However, depending on
the amount and the timing, an unfavorable resolution of some or all of these
matters could materially affect our consolidated financial position, results of
operations or cash flows in a particular period. In accordance with SFAS 5,
Accounting for
Contingencies, we have not accrued for a loss contingency relating to
these legal proceedings because unfavorable outcomes are not considered by
management to be probable or reasonably estimable.
Item 1A. Risk
Factors
In
addition to the other information set forth in this report, before deciding to
invest in j2 Global or to maintain or increase your investment, you should
carefully consider the factors discussed in Part I, Item 1A “Risk Factors” in
our Annual Report on Form 10-K for the year ended December 31, 2008 (the “10-K
Risk Factors”). If any of
these risks occur, our business, prospects, financial condition, operating
results and cash flows could be materially adversely affected. The 10-K Risk
Factors are not the only ones we face. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial also may impair our
business operations. There have been no material changes from the 10-K Risk
Factors.
Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds
(a)
Unregistered Sales of Equity Securities
None.
(b) Issuer
Purchases of Equity Securities
None.
Item 3. Defaults Upon Senior
Securities
None.
Item 4. Submission of
Matters to a Vote of Security Holders
None.
Item 5. Other
Information
None.
Item 6.
Exhibits
|
10.1
|
Credit
Agreement dated as of January 5, 2009 between j2 Global Communications,
Inc. and Union Bank N.A. (1)
|
|
31.1
|
Rule
13a-14(a) Certification of Principal Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of
2002.
|
|
31.2
|
Rule
13a-14(a) Certification of Principal Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of
2002.
|
|
32.1
|
Section
1350 Certification of Principal Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
|
|
32.2
|
Section
1350 Certification of Principal Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
|
|
(1)
|
Incorporated
by reference to j2 Global's Current Report on Form 8-K filed with the
Commission on January 9,
2009.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
j2
Global Communications, Inc. |
|
|
|
|
|
|
|
|
Date
May
5, 2009
|
By:
|
/s/ NEHEMIA
ZUCKER |
|
|
|
Nehemia
Zucker
|
|
|
|
Chief
Executive Officer |
|
|
|
(Principal Executive
Officer)
|
|
|
|
|
|
Date
May
5, 2009
|
By:
|
/s/ KATHLEEN
M. GRIGGS |
|
|
|
Kathleen
M. Griggs
|
|
|
|
Chief Financial
Officer |
|
|
|
(Principal
Financial Officer)
|
|
|
|
|
|
INDEX TO
EXHIBITS
Exhibit
Number Description
|
10.1
|
Credit
Agreement dated as of January 5, 2009 between j2 Global Communications,
Inc. and Union Bank N.A. (1)
|
|
31.1
|
Rule
13a-14(a) Certification of Principal Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of
2002.
|
|
31.2
|
Rule
13a-14(a) Certification of Principal Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of
2002.
|
|
32.1
|
Section
1350 Certification of Principal Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
|
|
32.2
|
Section
1350 Certification of Principal Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
|
|
(1)
|
Incorporated
by reference to j2 Global's Current Report on Form 8-K filed with the
Commission on January 9,
2009.
|