|
Delaware
|
51-0371142
|
|
(State or other jurisdiction
|
(I.R.S. Employer
|
|
of incorporation or organization)
|
Identification No.)
|
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-Accelerated filer
o
|
Smaller reporting company
o
|
|
PAGE
|
|||
|
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
|
23
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
31
|
|
|
Item 4.
|
Controls and Procedures
|
33
|
|
|
PART II.
|
OTHER INFORMATION
|
||
|
Item 1.
|
Legal Proceedings
|
34
|
|
|
Item 1A.
|
Risk Factors
|
34
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
34
|
|
|
Item 3.
|
Defaults Upon Senior Securities
|
34
|
|
|
Item 4.
|
Reserved
|
34
|
|
|
Item 5.
|
Other Information
|
34
|
|
|
Item 6.
|
Exhibits
|
35
|
|
|
Signature
|
36
|
||
|
March 31,
|
December 31,
|
|||||||
|
2011
|
2010
|
|||||||
|
ASSETS
|
||||||||
|
Cash and cash equivalents
|
$
|
106,916
|
$
|
64,752
|
||||
|
Short-term investments
|
16,894
|
14,035
|
||||||
|
Accounts receivable, net of allowances of $3,353 and $2,588, respectively
|
17,639
|
17,423
|
||||||
|
Prepaid expenses and other current assets
|
12,817
|
15,196
|
||||||
|
Deferred income taxes
|
4,096
|
4,096
|
||||||
|
Total current assets
|
158,362
|
115,502
|
||||||
|
Long-term investments
|
2,893
|
8,175
|
||||||
|
Property and equipment, net
|
13,535
|
13,567
|
||||||
|
Tradenames, net
|
35,416
|
33,396
|
||||||
|
Patent and patent licenses, net
|
17,676
|
18,102
|
||||||
|
Customer relationships, net
|
40,054
|
36,674
|
||||||
|
Goodwill
|
277,362
|
281,848
|
||||||
|
Other purchased intangibles, net
|
11,260
|
11,782
|
||||||
|
Deferred income taxes
|
13,013
|
12,967
|
||||||
|
Other assets
|
548
|
610
|
||||||
|
Total assets
|
$
|
570,119
|
$
|
532,623
|
||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
|
Accounts payable and accrued expenses
|
$
|
25,119
|
$
|
25,112
|
||||
|
Income taxes payable
|
550
|
1,798
|
||||||
|
Deferred revenue
|
28,277
|
16,938
|
||||||
|
Liability for uncertain tax positions
|
1,127
|
13,471
|
||||||
|
Deferred income taxes
|
573
|
573
|
||||||
|
Total current liabilities
|
55,646
|
57,892
|
||||||
|
Liability for uncertain tax positions
|
24,862
|
24,391
|
||||||
|
Deferred income taxes
|
17,573
|
15,293
|
||||||
|
Other long-term liabilities
|
3,288
|
3,302
|
||||||
|
Total liabilities
|
101,369
|
100,878
|
||||||
|
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, 2011 and December 31, 2010; total issued 53,897,328 and 53,700,629 shares at March 31, 2011 and December 31, 2010, respectively; and total outstanding 45,216,760 and 45,020,061 shares at March 31, 2011 and December 31, 2010, respectively
|
539
|
537
|
||||||
|
Additional paid-in capital
|
169,616
|
164,769
|
||||||
|
Treasury stock, at cost (8,680,568 shares at March 31, 2011 and December 31, 2010)
|
(112,671
|
)
|
(112,671
|
)
|
||||
|
Retained earnings
|
411,661
|
381,145
|
||||||
|
Accumulated other comprehensive income (loss)
|
(395
|
)
|
(2,035
|
)
|
||||
|
Total stockholders’ equity
|
468,750
|
431,745
|
||||||
|
Total liabilities and stockholders’ equity
|
$
|
570,119
|
$
|
532,623
|
||||
|
Three Months Ended
March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Revenues:
|
||||||||
|
Subscriber
|
$
|
72,868
|
$
|
59,547
|
||||
|
Other
|
516
|
733
|
||||||
|
73,384
|
60,280
|
|||||||
|
Cost of revenues (including share-based compensation of $244 and $329 for the three months of 2011 and 2010, respectively)
|
15,792
|
10,266
|
||||||
|
Gross profit
|
57,592
|
50,014
|
||||||
|
Operating expenses:
|
||||||||
|
Sales and marketing (including share-based compensation of $348 and $491 for the three months of 2011 and 2010, respectively)
|
15,511
|
11,152
|
||||||
|
Research, development and engineering (including share-based compensation of $147 and $220 for three months of 2011 and 2010, respectively)
|
4,772
|
2,909
|
||||||
|
General and administrative (including share-based compensation of $1,466 and $1,901 for the three months of 2011 and 2010, respectively)
|
14,242
|
11,494
|
||||||
|
Total operating expenses
|
34,525
|
25,555
|
||||||
|
Operating earnings
|
23,067
|
24,459
|
||||||
|
Interest and other income (expense), net
|
(327)
|
192
|
||||||
|
Earnings before income taxes
|
22,740
|
24,651
|
||||||
|
Provision for (benefit from) income taxes
|
(8,195)
|
7,015
|
||||||
|
Net earnings
|
$
|
30,935
|
$
|
17,636
|
||||
|
Net earnings per common share:
|
||||||||
|
Basic
|
$
|
0.69
|
$
|
0.40
|
||||
|
Diluted
|
$
|
0.66
|
$
|
0.39
|
||||
|
Weighted average shares outstanding:
|
||||||||
|
Basic
|
45,093,127
|
44,250,521
|
||||||
|
Diluted
|
46,558,543
|
45,421,180
|
||||||
|
Three Months Ended
March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net earnings
|
$
|
30,935
|
$
|
17,636
|
||||
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
||||||||
|
Depreciation and amortization
|
5,109
|
3,968
|
||||||
|
Amortization of discount or premium of investments
|
102
|
—
|
||||||
|
Share-based compensation
|
2,205
|
2,941
|
||||||
|
Tax deficiency (excess tax benefits) from share-based compensation
|
(679
|
)
|
406
|
|||||
|
Provision for doubtful accounts
|
970
|
482
|
||||||
|
Deferred income taxes
|
(47
|
)
|
(110
|
)
|
||||
|
Decrease (increase) in:
|
||||||||
|
Accounts receivable
|
(1,681
|
)
|
(81
|
)
|
||||
|
Prepaid expenses and other current assets
|
(687
|
)
|
924
|
|||||
|
Other assets
|
83
|
16
|
||||||
|
(Decrease) increase in:
|
||||||||
|
Accounts payable and accrued expenses
|
(143
|
)
|
774
|
|||||
|
Income taxes payable
|
2,450
|
5,088
|
||||||
|
Deferred revenue
|
11,157
|
491
|
||||||
|
Liability for uncertain tax positions
|
(11,873
|
)
|
1,527
|
|||||
|
Other
|
252
|
626
|
||||||
|
Net cash provided by operating activities
|
38,153
|
34,688
|
||||||
|
Cash flows from investing activities:
|
||||||||
|
Redemptions/Sales of available-for-sale investments
|
3,600
|
—
|
||||||
|
Purchase of available-for-sale investments
|
(1,243
|
)
|
(33,875
|
)
|
||||
|
Purchases of property and equipment
|
(625
|
)
|
(86
|
)
|
||||
|
Acquisition of businesses, net of cash received
|
324
|
(10,237
|
)
|
|||||
|
Purchases of intangible assets
|
(1,142
|
)
|
(2,692
|
)
|
||||
|
Net cash provided by (used in) investing activities
|
914
|
(46,890
|
)
|
|||||
|
Cash flows from financing activities:
|
||||||||
|
Repurchases of common stock and restricted stock
|
(1,091
|
)
|
(613
|
)
|
||||
|
Issuance of common stock under employee stock purchase plan
|
38
|
28
|
||||||
|
Exercise of stock options
|
2,600
|
327
|
||||||
|
(Tax deficiency) excess tax benefits from share-based compensation
|
679
|
(406
|
)
|
|||||
|
Net cash provided by (used in) financing activities
|
2,226
|
(664
|
)
|
|||||
|
Effect of exchange rate changes on cash and cash equivalents
|
871
|
(536
|
)
|
|||||
|
Net increase in cash and cash equivalents
|
42,164
|
(13,402
|
)
|
|||||
|
Cash and cash equivalents at beginning of period
|
64,752
|
197,411
|
||||||
|
Cash and cash equivalents at end of period
|
$
|
106,916
|
$
|
184,009
|
||||
|
1.
|
Basis of Presentation
|
|
2.
|
Recent Accounting Pronouncements
|
|
3.
|
Business Acquisition
|
|
Asset
|
Valuation
|
|||
|
Accounts Receivable
|
$
|
2,338
|
||
|
Property and Equipment
|
3,137
|
|||
|
Technology
|
2,600
|
|||
|
Other Assets
|
1,812
|
|||
|
Customer Relationship
|
29,640
|
|||
|
Trade Name
|
26,982
|
|||
|
Non-Compete Agreements
|
1,576
|
|||
|
Goodwill
|
164,083
|
|||
|
Deferred Revenue
|
(4,928
|
)
|
||
|
Accounts Payable and Other
|
(6,514
|
)
|
||
|
Deferred Tax Liability, net
|
(13,796
|
)
|
||
|
Total
|
$
|
206,930
|
||
|
4.
|
Investments
|
|
March 31,
2011
|
December 31,
2010
|
|||||||
|
Due within 1 year
|
$
|
16,888
|
$
|
14,029
|
||||
|
Due within more than 1 year but less than 5 years
|
2,060
|
7,383
|
||||||
|
Due within more than 5 years but less than 10 years
|
—
|
—
|
||||||
|
Due 10 years or after
|
833
|
792
|
||||||
|
Total
|
$
|
19,781
|
$
|
22,204
|
||||
|
March 31,
2011
|
December 31,
2010
|
|||||||
|
Trading
|
$
|
6
|
$
|
6
|
||||
|
Available-for-sale
|
19,781
|
22,204
|
||||||
|
Total
|
$
|
19,787
|
$
|
22,210
|
||||
|
Gross
|
Gross
|
|||||||||||||||
|
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
|||||||||||||
|
Cost
|
Gains
|
Losses
|
Value
|
|||||||||||||
|
March 31, 2011
|
||||||||||||||||
|
Debt Securities
|
$
|
19,438
|
$
|
343
|
$
|
—
|
$
|
19,781
|
||||||||
|
December 31, 2010
|
||||||||||||||||
|
Debt Securities
|
$
|
21,882
|
$
|
322
|
$
|
—
|
$
|
22,204
|
||||||||
|
●
|
the length of time and the extent to which fair value has been below cost;
|
|
●
|
the severity of the impairment;
|
|
●
|
the cause of the impairment and the financial condition and near-term prospects of the issuer;
|
|
●
|
activity in the market of the issuer which may indicate adverse credit conditions; and
|
|
●
|
the Company’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery.
|
|
●
|
identification and evaluation of investments that have indications of possible impairment;
|
|
●
|
analysis of individual investments that have fair values less than amortized cost, including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period;
|
|
●
|
discussion of evidential matter, including an evaluation of factors or triggers that could cause individual investments to qualify as having an other-than-temporary impairment and those that would not support an other-than-temporary impairment;
|
|
●
|
documentation of the results of these analyses, as required under business policies; and
|
|
●
|
information provided by third-party valuation experts.
|
|
5.
|
Fair Value Measurements
|
|
§
|
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.
|
|
March 31, 2011
|
Level 1
|
Level 2
|
Level 3
|
Fair Value
|
||||||||||||
|
Cash
|
$
|
106,916
|
$
|
—
|
$
|
—
|
$
|
106,916
|
||||||||
|
Equity securities
|
6
|
—
|
—
|
6
|
||||||||||||
|
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies
|
5,329
|
—
|
—
|
5,329
|
||||||||||||
|
Debt securities issued by states of the United States and political subdivisions of the states
|
1,009
|
—
|
—
|
1,009
|
||||||||||||
|
Debt securities issued by foreign governments
|
2,844
|
—
|
—
|
2,844
|
||||||||||||
|
Corporate debt securities
|
10,082
|
—
|
—
|
10,082
|
||||||||||||
|
Auction rate securities
|
—
|
—
|
517
|
517
|
||||||||||||
|
Total
|
$
|
126,186
|
$
|
—
|
$
|
517
|
$
|
126,703
|
||||||||
|
December 31, 2010
|
Level 1
|
Level 2
|
Level 3
|
Fair Value
|
||||||||||||
|
Cash
|
$
|
64,752
|
$
|
—
|
$
|
—
|
$
|
64,752
|
||||||||
|
Equity securities
|
6
|
—
|
—
|
6
|
||||||||||||
|
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies
|
6,603
|
—
|
—
|
6,603
|
||||||||||||
|
Debt securities issued by foreign governments
|
2,865
|
—
|
—
|
2,865
|
||||||||||||
|
Corporate debt securities
|
12,240
|
—
|
—
|
12,240
|
||||||||||||
|
Auction rate securities
|
—
|
—
|
496
|
496
|
||||||||||||
|
Total
|
$
|
86,466
|
$
|
—
|
$
|
496
|
$
|
86,962
|
||||||||
|
Level 3 Financial Assets
|
||||||||
|
Three Months Ended March 31, 2011
|
Three Months Ended March 31, 2010
|
|||||||
|
Beginning Balance
|
$
|
496
|
$
|
1,781
|
||||
|
Total gains (losses) - realized/unrealized
|
||||||||
|
Included in earnings
|
—
|
—
|
||||||
|
Not included in earnings
|
21
|
75
|
||||||
|
Purchases, issuances and settlements
|
—
|
—
|
||||||
|
Sales
|
—
|
—
|
||||||
|
Transfers in and/or out of Level 3
|
—
|
—
|
||||||
|
Balance, March 31, 2011
|
$
|
517
|
$
|
1,856
|
||||
|
Total losses for the period included in earnings relating to assets
still held at March 31, 2011
|
$
|
—
|
$
|
—
|
||||
|
6.
|
Goodwill and Intangible Assets
|
|
Balance
as of
January 1,
2011
|
Additions
|
Deductions
|
Amortization
|
Foreign
Exchange
Translation
|
Purchase Accounting Adjustments and Other
|
Balance
as of
March 31,
2011
|
||||||||||||||||||||||
|
Goodwill
|
$
|
281,848
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
517
|
$ |
(5,004
|
)
|
$
|
277,361
|
|||||||||||||
|
Intangible assets with indefinite lives
|
32,410
|
—
|
—
|
—
|
—
|
2,255
|
34,665
|
|||||||||||||||||||||
|
Intangible assets subject to amortization
|
67,544
|
—
|
—
|
(3,421
|
)
|
89
|
5,529
|
69,741
|
||||||||||||||||||||
|
$
|
381,802
|
$
|
—
|
$
|
—
|
$
|
(3,421
|
)
|
$
|
606
|
$ |
2,780
|
$
|
381,767
|
||||||||||||||
|
Weighted-Average
Amortization
|
Historical
|
Accumulated
|
|||||||||||
|
Period
|
Cost
|
Amortization
|
Net
|
||||||||||
|
Patents
|
8.6 years
|
$
|
35,893
|
$
|
18,217
|
$
|
17,676
|
||||||
|
Technology
|
5.4 years
|
5,606
|
2,310
|
3,296
|
|||||||||
|
Customer relationships
|
6.3 years
|
53,488
|
11,132
|
42,356
|
|||||||||
|
Trade name
|
13.5 years
|
10,051
|
3,638
|
6,413
|
|||||||||
|
Total
|
$
|
105,038
|
$
|
35,297
|
$
|
69,741
|
|||||||
|
7.
|
Commitments and Contingencies
|
|
8.
|
Income Taxes
|
|
9.
|
Stockholders’ Equity
|
|
10.
|
Stock Options and Employee Stock Purchase Plan
|
|
Number of
Shares
|
Weighted-
Average
Exercise
Price
|
Weighted-Average
Remaining
Contractual
Term (in years)
|
Aggregate
Intrinsic
Value
|
|||||||||||
|
Outstanding at January 1, 2011
|
3,794,394
|
$
|
14.40
|
|||||||||||
|
Granted
|
25,000
|
27.60
|
||||||||||||
|
Exercised
|
(128,912
|
)
|
20.17
|
|||||||||||
|
Canceled
|
—
|
—
|
||||||||||||
|
Outstanding at March 31, 2011
|
3,690,482
|
14.29
|
4.4
|
$
|
57,253,808
|
|||||||||
|
Exercisable at March 31, 2011
|
2,679,758
|
11.37
|
3.2
|
$
|
49,271,066
|
|||||||||
|
Vested and expected to vest at March 31, 2011
|
3,532,750
|
$
|
13.99
|
4.3
|
$
|
55,909,883
|
||||||||
|
Three Months Ended
March 31,
|
||||||
|
2011
|
2010
|
|||||
|
Risk-free interest rate
|
2.52%
|
2.89%
|
||||
|
Expected term (in years)
|
6.5
|
6.5
|
||||
|
Dividend yield
|
0%
|
0%
|
||||
|
Expected volatility
|
42%
|
48%
|
||||
|
Weighted-average volatility
|
42%
|
48%
|
||||
|
Weighted-Average
|
||||||||
|
Grant-Date
|
||||||||
|
Shares
|
Fair Value
|
|||||||
|
Nonvested at January 1, 2011
|
816,670
|
$
|
19.59
|
|||||
|
Granted
|
48,000
|
28.37
|
||||||
|
Vested
|
(102,440
|
)
|
18.12
|
|||||
|
Canceled
|
—
|
—
|
||||||
|
Nonvested at March 31, 2011
|
762,230
|
$
|
20.34
|
|||||
|
Weighted-Average
|
||||||||
|
Grant-Date
|
||||||||
|
Shares
|
Fair Value
|
|||||||
|
Nonvested at January 1, 2011
|
17,500
|
$
|
23.59
|
|||||
|
Granted
|
2,000
|
29.21
|
||||||
|
Vested
|
(1,000
|
)
|
20.72
|
|||||
|
Canceled
|
—
|
—
|
||||||
|
Nonvested at March 31, 2011
|
18,500
|
$
|
23.75
|
|||||
|
Three Months Ended
March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Cost of revenues
|
$
|
244
|
$
|
329
|
||||
|
Operating expenses:
|
||||||||
|
Sales and marketing
|
348
|
491
|
||||||
|
Research, development and engineering
|
147
|
220
|
||||||
|
General and administrative
|
1,466
|
1,901
|
||||||
|
Total
|
$
|
2,205
|
$
|
2,941
|
||||
|
11.
|
Earnings Per Share
|
|
Three Months Ended
March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Numerator for basic and diluted net earnings per common share:
|
||||||||
|
Net earnings
|
$
|
30,935
|
$
|
17,636
|
||||
|
Denominator:
|
||||||||
|
Weighted-average outstanding shares of common stock
|
45,093,127
|
44,250,521
|
||||||
|
Dilutive effect of:
|
||||||||
|
Employee stock options
|
1,168,432
|
943,785
|
||||||
|
Restricted stock
|
296,984
|
226,874
|
||||||
|
Common stock and common stock equivalents
|
46,558,543
|
45,421,180
|
||||||
|
Net earnings per share:
|
||||||||
|
Basic
|
$
|
0.69
|
$
|
0.40
|
||||
|
Diluted
|
$
|
0.66
|
$
|
0.39
|
||||
|
12.
|
Comprehensive Income
|
|
Three Months Ended
March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Net Earnings
|
$
|
30,935
|
$
|
17,636
|
||||
|
Other comprehensive income, net of tax:
|
||||||||
|
Foreign currency translation adjustment, net of tax
|
1,208
|
(673
|
)
|
|||||
|
Unrealized gain on available-for-sale investments, net of tax
|
28
|
95
|
||||||
|
Other Comprehensive Income, net of tax
|
1,236
|
(578
|
)
|
|||||
|
Comprehensive Income
|
$
|
32,171
|
$
|
17,058
|
||||
|
13.
|
Geographic Information
|
|
Three Months Ended
March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Revenue:
|
||||||||
|
United States
|
$
|
44,356
|
$
|
51,210
|
||||
|
All other countries
|
29,028
|
9,070
|
||||||
|
Total
|
$
|
73,384
|
$
|
60,280
|
||||
|
March 31,
|
December 31,
|
|||||||
|
2011
|
2010
|
|||||||
|
Long-lived assets:
|
||||||||
|
United States
|
$
|
35,421
|
$
|
36,033
|
||||
|
All other countries
|
47,855
|
45,078
|
||||||
|
Total
|
$
|
83,276
|
$
|
81,111
|
||||
|
O
|
Sustain growth or profitability, particularly in light of an uncertain U.S. or worldwide economy and the related impact on customer acquisition and retention rates, customer usage levels and credit and debit card payment declines;
|
|
O
|
Maintain and expand our customer base and maintain or increase the average revenue per subscriber;
|
|
O
|
Continue to expand our business and operations internationally in the wake of numerous risks, including adverse currency fluctuations, difficulty in staffing and managing international operations, higher operating costs as a percentage of revenues or the implementation of adverse regulations;
|
|
O
|
Maintain our financial position, operating results and cash flows in the event that we incur new or unanticipated costs or income, sales or other tax liabilities;
|
|
O
|
Accurately estimate the assumptions underlying our effective worldwide tax rate;
|
|
O
|
Maintain favorable relationships with critical third-party vendors whose financial condition will not negatively impact the services they provide;
|
|
O
|
Manage certain risks inherent to our business, such as costs associated with fraudulent activity by our customers, a system failure or security breach of our network, effectively deploying our billing systems, time and resources required to manage our legal proceedings or adhering to our internal controls and procedures;
|
|
O
|
Compete with other similar providers with regard to price, service and functionality;
|
|
O
|
Cost-effectively procure, retain and deploy large quantities of telephone numbers in desired locations in the United States and abroad;
|
|
O
|
Achieve business and financial objectives in light of burdensome domestic and international telecommunications, Internet or other regulations including data privacy, security and retention;
|
|
O
|
Successfully manage our growth, including but not limited to our operational and personnel-related resources, and integrate newly acquired businesses;
|
|
O
|
Successfully adapt to technological changes in the value added messaging and communications services industry;
|
|
O
|
Successfully develop and protect our intellectual property, both domestically and internationally, including our brands, patents, trademarks and domain names, and avoid infringing upon the proprietary rights of others;
|
|
O
|
Diversify our service offerings and derive more revenue from those services at acceptable levels of returns-on-investment; and
|
|
O
|
Recruit and retain key personnel.
|
|
March 31,
|
||||||||||
|
2011
|
2010
|
|||||||||
|
Free service DIDs
|
11,245
|
10,283
|
||||||||
|
Paying DIDs
|
1,930
|
1,315
|
||||||||
|
Total active DIDs
|
13,175
|
11,598
|
||||||||
|
Three Months Ended
March 31,
|
||||||||||
|
2011
(1)
|
2010
|
|||||||||
|
Subscriber revenues:
|
||||||||||
|
Fixed
|
$
|
57,475
|
$
|
48,869
|
||||||
|
Variable
|
15,393
|
10,678
|
||||||||
|
Total subscriber revenues
|
$
|
72,868
|
$
|
59,547
|
||||||
|
Percentage of total subscriber revenues:
|
||||||||||
|
Fixed
|
78.9
|
%
|
82.1
|
%
|
||||||
|
Variable
|
21.1
|
%
|
17.9
|
%
|
||||||
|
Revenues:
|
||||||||||
|
DID-based
|
$
|
67,106
|
$
|
57,435
|
||||||
|
Non-DID-based
|
6,278
|
2,845
|
||||||||
|
Total revenues
|
$
|
73,384
|
$
|
60,280
|
||||||
|
(1)
|
The amounts above reflect the change in estimate relating to the remaining service obligations to annual eFax® subscribers (See Note 1 – Basis of Presentation) which reduced subscriber revenues for the three months ended March 31, 2011 by $10.3 million.
|
|
Three Months Ended
March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Cost of revenues
|
$
|
244
|
$
|
329
|
||||
|
Operating expenses:
|
||||||||
|
Sales and marketing
|
348
|
491
|
||||||
|
Research, development and engineering
|
147
|
220
|
||||||
|
General and administrative
|
1,466
|
1,901
|
||||||
|
Total
|
$
|
2,205
|
$
|
2,941
|
||||
|
1.
|
a reversal of approximately $14.1 million of uncertain income tax positions as a result of the expiration of statutues of limitations;
|
|
2
3.
|
an increase during 2011 in foreign tax credits and our ability to offset such credits against Subpart F income;
the use of the federal research and development tax credit in 2011, which was previously suspended for 2010;
|
|
|
4.
|
an increase during 2011 in the portion of our income being taxed in foreign jurisdictions and subject to lower tax rates than in the U.S., partially offset by:
|
|
|
5.
|
a 2010 book but not tax gain on the sale of an impaired auction rate security, which sale resulted in a significant portion of the valuation allowance being reversed; and
|
|
6.
|
a reversal in 2010 of certain income tax contingencies allowed to be recognized as a result of effectively settling the transfer pricing portion of the Internal Revenue Service’s audit of our income tax returns for 2004 through 2008.
|
|
Payments Due in
|
||||||||||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
|
Contractual Obligations
|
2011
|
2012
|
2013
|
2014
|
2015
|
Thereafter
|
Total
|
|||||||||||||||||||
|
Operating leases (a)
|
$
|
2,249
|
$
|
2,524
|
$
|
2,194
|
$
|
2,163
|
$
|
1,743
|
$
|
6,910
|
$
|
17,783
|
||||||||||||
|
Telecom services and co-location facilities (b)
|
6,228
|
5,064
|
2,819
|
187
|
10
|
—
|
14,308
|
|||||||||||||||||||
|
Computer software and related services (c)
|
3,168
|
278
|
66
|
—
|
—
|
—
|
3,512
|
|||||||||||||||||||
|
Holdback payment (d)
|
1,588
|
495
|
205
|
—
|
—
|
—
|
2,288
|
|||||||||||||||||||
|
Other (e)
|
315
|
151
|
71
|
—
|
—
|
—
|
537
|
|||||||||||||||||||
|
Total
|
$
|
13,548
|
$
|
8,512
|
$
|
5,355
|
$
|
2,350
|
$
|
1,753
|
$
|
6,910
|
$
|
38,428
|
||||||||||||
|
(a)
|
These amounts represent undiscounted future minimum rental commitments under noncancellable leases.
|
|
(b)
|
These amounts represent service commitments to various telecommunication providers.
|
|
(c)
|
These amounts represent software license commitments.
|
|
(d)
|
These amounts represent the holdback amounts in connection with certain business acquisitions (see Note 3 – Business Acquisitions for further details).
|
|
(e)
|
These amounts primarily represent certain marketing and consulting arrangements.
|
|
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.
|
|
101
|
The following financial information from j2 Global Communications, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010, (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2011 and 2010, (iii) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2011 and 2010, and (iv) the Notes to Condensed Consolidated Financial Statements.
|
|
j2 Global Communications, Inc.
|
|||
|
Date:
May 9, 2011
|
By:
|
/s/ NEHEMIA ZUCKER
|
|
|
Nehemia Zucker
|
|||
|
Chief Executive Officer
|
|||
|
(Principal Executive Officer)
|
|||
|
Date:
May 9, 2011
|
By:
|
/s/ KATHLEEN M. GRIGGS
|
|
|
Kathleen M. Griggs
|
|||
|
Chief Financial Officer
|
|||
|
(Principal Financial Officer)
|
|
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.
|
|
101
|
The following financial information from j2 Global Communications, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010, (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2011 and 2010, (iii) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2011 and 2010, and (iv) the Notes to Condensed Consolidated Financial Statements.
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of j2 Global Communications, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Dated:
May 9, 2011
|
/s/ NEHEMIA ZUCKER
Nehemia Zucker
Chief Executive Officer
(Principal Executive Officer)
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of j2 Global Communications, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Dated:
May 9, 2011
|
/s/ KATHLEEN M. GRIGGS
Kathleen M. Griggs
Chief Financial Officer
(Principal Financial Officer)
|
|
1.
|
The accompanying quarterly report on Form 10-Q for the quarter ended March 31, 2011 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities and Exchange Act of 1934, as amended; and
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of j2 Global Communications, Inc.
|
|
Dated:
May 9, 2011
|
/s/ NEHEMIA ZUCKER
Nehemia Zucker
Chief Executive Officer
(Principal Executive Officer)
|