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8-K - FORM 8K DATED NOVEMBER 2, 2017 - J2 GLOBAL, INC.j2form8-k_18124.htm
EX-99.2 - NOVEMBER 2017 INVESTOR PRESENTATION - J2 GLOBAL, INC.exh99-2_18124.htm
EXHIBIT 99.1
 
 
j2 Reports Third Quarter 2017 Results

Achieves Record Quarterly Revenues (up 30.2% to $273.6 million vs. Q3 2016)

Announces Twenty-Fifth Consecutive Quarterly Dividend Increase

LOS ANGELES -- j2 Global, Inc. (NASDAQ: JCOM) today reported financial results for the third quarter ended September 30, 2017 and announced that its Board of Directors has declared an increased quarterly cash dividend of $0.3950 per share.

THIRD QUARTER 2017 RESULTS

Q3 2017 quarterly revenues increased 30.2% to an all-time record of $273.6 million compared to $210.1 million for Q3 2016.  

GAAP earnings per diluted share(2) decreased 29.8% to $0.66 in Q3 2017 compared to $0.94 for Q3 2016. The decrease over the prior comparable period is primarily attributed to the increase in interest expense associated with issuance of the $650 million 6.0% Senior Notes due in 2025, the loss on the extinguishment of the $250 million 8.0% Senior Notes and the increased amortization expense associated with acquisitions, most notably Everyday Health.

Adjusted non-GAAP earnings per diluted share(2)(3) for the quarter increased 7.2% to $1.34 compared to $1.25 for Q3 2016.

GAAP net income decreased by 28.9% to $32.4 million compared to $45.6 million for Q3 2016. The decrease over the prior comparable period is primarily attributed to the increase in interest expense associated with issuance of the $650 million 6.0% Senior Notes due in 2025, the loss on the extinguishment of the $250 million 8.0% Senior Notes and the increased amortization expense associated with acquisitions, most notably Everyday Health.

Adjusted EBITDA(4) for the quarter increased 16.7% to $111.3 million compared to $95.4 million for Q3 2016.

j2 ended the quarter with approximately $402.5 million in cash and investments after deploying approximately $31.2 million during the quarter for acquisitions and j2's regular quarterly dividend.

Key financial results for Q3 2017 versus Q3 2016 are set forth in the following table (in millions, except per share amounts). Reconciliations of Adjusted non-GAAP earnings per diluted share, Adjusted EBITDA and free cash flow to their nearest comparable GAAP financial measures are attached to this Press Release.

 
 
Q3 2017
Q3 2016
% Change
Revenues
     
  Cloud Services
$144.6 million
$142.2 million
1.7%
  Digital Media
$127.8 million
$66.8 million
91.3%
  IP Licensing
$1.2 million
$1.1 million
9.1%
Total Revenue:
$273.6 million
$210.1 million
30.2%
Operating Income
$63.0 million
$62.1 million
1.4%
Net Cash Provided by Operating Activities
$67.3 million
$60.5 million
11.2%
Free Cash Flow (1)
$56.8 million
$53.2 million
6.8%
GAAP Earnings per Diluted Share (2)
$0.66
$0.94
(29.8)%
Adjusted Non-GAAP Earnings per Diluted Share (2) (3)
$1.34
$1.25
7.2%
GAAP Net Income
$32.4 million
$45.6 million
(28.9)%
Non-GAAP Net Income
$65.2 million
$60.7 million
7.4%
Adjusted EBITDA (4)
$111.3 million
$95.4 million
16.7%
Adjusted EBITDA Margin (4)
40.7%
45.4%
(4.7)%
 

 

"I am very happy to report another quarter of record revenues totaling more than $273 million, a 30.2% increase over the same quarter last year," said Hemi Zucker, CEO of j2. "I am also very pleased with our operating results as management was very focused on the integration of Everyday Health and a number of smaller acquisitions as well as divesting several business units that did not fit into j2's long-term plans. Finally, I want to thank all my friends and colleagues at j2 for the past 21 years of excellence. I know Vivek Shah will continue to build on this momentum as j2 is extremely well-positioned to continue its long history of profitable growth."

"I would like to congratulate Hemi on his many years of success in building j2 into a global company with more than $1 billion in trailing twelve months revenues and a multi-billion dollar market capitalization," said Scott Turicchi, President and CFO of j2. "It has been a pleasure for me to work so closely with him for the past 17 years and all of us at j2 wish him all the success in the future."

BUSINESS OUTLOOK

For fiscal 2017, the Company reaffirms its previously revised estimates that it will achieve revenues between $1.107 billion and $1.147 billion. In addition, the Company is reaffirming its Adjusted non-GAAP earnings per diluted share of between $5.60 and $6.00.

Adjusted non-GAAP earnings per diluted share for 2017 excludes share-based compensation of between $21 and $23 million, amortization of acquired intangibles and the impact of any currently unanticipated items, in each case net of tax. The increase in share-based compensation is due to the recent announcement of Hemi's retirement and the acceleration of equity which is expected to impact the fourth quarter by approximately $4.1 million.

It is anticipated that the Non-GAAP effective tax rate for 2017 (exclusive of the release of reserves for uncertain tax positions) will be between 28% and 30%.

The Company has not reconciled the Adjusted non-GAAP earnings per diluted share and tax rate guidance included in this release to the most directly comparable GAAP measure because this cannot be done without unreasonable effort due to the variability with respect to costs related to acquisitions and taxation, which are potential adjustments to future earnings. We expect the variability of these items to have a potentially unpredictable and significant impact on our future GAAP financial results.

DIVIDEND

j2's Board of Directors approved a quarterly cash dividend of $0.3950 per common share, a $0.01, or 2.6% increase versus last quarter's dividend. This is j2's twenty-fifth consecutive quarterly dividend increase since its first quarterly dividend in September 2011. The dividend will be paid on December 5, 2017 to all shareholders of record as of the close of business on November 17, 2017. Future dividends will be subject to Board approval.

Notes:
 
(1)
 
Free cash flow is defined as net cash provided by operating activities, less purchases of property, plant and equipment, plus excess tax benefit from share-based compensation. Free cash flow amounts are not meant as a substitute for GAAP, but are solely for informational purposes.
 
(2)
 
The estimated GAAP effective tax rates were approximately 22.1% for Q3 2017 and 25.8% for Q3 2016. The estimated Adjusted non-GAAP effective tax rates were approximately 27.3% for Q3 2017 and 27.7% for Q3 2016.
 
(3)
 
For Q3 2017, Adjusted non-GAAP earnings per diluted share excludes share-based compensation, certain acquisition-related integration costs, interest costs in excess of the coupon rate associated with convertible notes, amortization of acquired intangibles, additional tax expense from prior years, certain gains associated with the sale of businesses and diluted effect of convertible debt, in each case net of tax, totaling $0.68 per diluted share. For Q3 2016, Adjusted non-GAAP earnings per diluted share excludes share-based compensation, certain acquisition-related integration costs, interest costs in excess of the coupon rate associated with convertible notes, amortization of acquired intangibles, additional tax expense (benefit) from prior years and sale of investments, in each case net of tax, totaling $0.32 per diluted share.
 
(4)
 
Adjusted EBITDA is defined as earnings before interest and other expense, net; income tax expense; depreciation and amortization; and the items used to reconcile EPS to Adjusted non-GAAP EPS referred to in Note (3) above. Adjusted EBITDA amounts are not meant as a substitute for GAAP, but are solely for informational purposes.
 


About j2 Global

j2 Global, Inc. (NASDAQ: JCOM) provides Internet services through two segments: Business Cloud Services and Digital Media. The Business Cloud Services segment offers Internet fax, virtual phone, unified communications, hosted email, email marketing, online backup and CRM solutions. It markets its services principally under the brand names eFax ®, eVoice ®, Onebox ®, FuseMail ®, Campaigner ®, KeepItSafe ®, Livedrive® and LiveVault®, and operates a messaging network spanning 50 countries on six continents. The Digital Media segment offers technology, gaming, lifestyle and healthcare content through its digital properties, which include PCMag, IGN, AskMen, Speedtest, Offers, ExtremeTech, Geek, Toolbox, Techbargains, emedia, Salesify, Everyday Health and others. As of December 31, 2016, j2 had achieved 21 consecutive fiscal years of revenue growth. For more information about j2, please visit www.j2global.com.

Contact:

Laura Hinson
j2 Global, Inc.
800-577-1790
press@j2.com

"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995: Certain statements in this Press Release are "forward-looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995, particularly those contained in Hemi Zucker's quote and the "Business Outlook" portion regarding the Company's expected fiscal 2017 financial performance. These forward-looking statements are based on management's current expectations or beliefs and are subject to numerous assumptions, risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These factors and uncertainties include, among other items: the Company's ability to grow non-fax revenues, profitability and cash flows; the Company's ability to identify, close and successfully transition acquisitions; subscriber growth and retention; variability of the Company's revenue based on changing conditions in particular industries and the economy generally; protection of the Company's proprietary technology or infringement by the Company of intellectual property of others; the risk of adverse changes in the U.S. or international regulatory environments, including but not limited to the imposition or increase of taxes or regulatory-related fees; and the numerous other factors set forth in j2 Global's filings with the Securities and Exchange Commission ("SEC"). For a more detailed description of the risk factors and uncertainties affecting j2 Global, refer to the 2016 Annual Report on Form 10-K filed by j2 Global on March 1, 2017, and the other reports filed by j2 Global from time-to-time with the SEC, each of which is available at www.sec.gov. The forward-looking statements provided in this press release and particularly those contained in Hemi Zucker's quote and the "Business Outlook" portion regarding the Company's expected fiscal 2017 financial performance are based on limited information available to the Company at this time, which is subject to change. Although management's expectations may change after the date of this press release, the Company undertakes no obligation to revise or update these statements.

About non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following Adjusted non-GAAP financial measures: Adjusted non-GAAP net income, Adjusted non-GAAP earnings per diluted share, Adjusted EBITDA and free cash flow. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We use these Adjusted non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Our management believes that these Adjusted non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and expenditures that may not be indicative of our recurring core business operating results. We believe that both management and investors benefit from referring to these Adjusted non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These Adjusted non-GAAP financial measures also facilitate management's internal comparisons to our historical performance and liquidity. We believe these Adjusted non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze the health of our business.

For more information on these Adjusted non-GAAP financial measures, please see the appropriate GAAP to Adjusted non-GAAP reconciliation tables included within the attached Exhibit to this release.
 

 

j2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED, IN THOUSANDS)
 
 
   
September 30, 2017
   
December 31, 2016
 
ASSETS
           
Cash and cash equivalents
 
$
402,544
   
$
123,950
 
Short-term investments
   
     
60
 
Accounts receivable, net of allowances of $8,964 and $7,988, respectively
   
187,482
     
199,871
 
Prepaid expenses and other current assets
   
30,663
     
24,118
 
Current assets held for sale
   
9,525
     
 
Total current assets
   
630,214
     
347,999
 
                 
Property and equipment, net
   
71,333
     
68,094
 
Goodwill
   
1,107,988
     
1,122,810
 
Other purchased intangibles, net
   
431,074
     
511,691
 
Deferred income taxes, non-current
   
2,499
     
5,289
 
Other assets
   
6,364
     
6,445
 
Non-current assets held for sale
   
55,214
     
 
TOTAL ASSETS
 
$
2,304,686
   
$
2,062,328
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Accounts payable and accrued expenses
 
$
134,617
   
$
178,071
 
Income taxes payable
   
     
16,753
 
Deferred revenue, current
   
86,782
     
80,384
 
Line of credit
   
     
178,817
 
Other current liabilities
   
15
     
64
 
Current liabilities held for sale
   
4,436
     
 
Total current liabilities
   
225,850
     
454,089
 
                 
Long-term debt
   
999,198
     
601,746
 
Deferred revenue, non-current
   
51
     
1,588
 
Liability for uncertain tax positions
   
48,740
     
46,537
 
Deferred income taxes, non-current
   
40,915
     
40,357
 
Other long-term liabilities
   
4,679
     
3,475
 
Non-current liabilities held for sale
   
4,713
     
 
TOTAL LIABILITIES
   
1,324,146
     
1,147,792
 
                 
Common stock
   
476
     
474
 
Additional paid-in capital
   
318,710
     
308,329
 
Retained earnings
   
692,387
     
660,382
 
Accumulated other comprehensive loss
   
(31,033
)
   
(54,649
)
TOTAL STOCKHOLDERS' EQUITY
   
980,540
     
914,536
 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
2,304,686
   
$
2,062,328
 
 
 
 

j2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED, IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

 
   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2017
   
2016
   
2017
   
2016
 
Total revenues
 
$
273,616
   
$
210,116
   
$
801,458
   
$
622,418
 
                                 
Cost of revenues (1)
   
42,371
     
36,992
     
126,339
     
106,870
 
Gross profit
   
231,245
     
173,124
     
675,119
     
515,548
 
                                 
Operating expenses:
                               
Sales and marketing (1)
   
79,432
     
46,425
     
237,772
     
143,155
 
Research, development and engineering (1)
   
12,431
     
8,965
     
35,737
     
27,165
 
General and administrative (1)
   
76,425
     
55,612
     
232,118
     
170,823
 
Total operating expenses
   
168,288
     
111,002
     
505,627
     
341,143
 
Income from operations
   
62,957
     
62,122
     
169,492
     
174,405
 
Interest expense, net
   
25,326
     
10,436
     
51,406
     
30,971
 
Other (income) expense, net
   
(3,890
)
   
(9,718
)
   
660
     
(9,805
)
Income before income taxes
   
41,521
     
61,404
     
117,426
     
153,239
 
Income tax expense
   
9,163
     
15,835
     
27,872
     
43,958
 
Net income
 
$
32,358
   
$
45,569
   
$
89,554
   
$
109,281
 
                                 
Basic net income per common share:
                               
Net income attributable to j2 Global, Inc. common shareholders
 
$
0.67
   
$
0.95
   
$
1.86
   
$
2.25
 
 
                               
Diluted net income per common share:
                               
Net income attributable to j2 Global, Inc. common shareholders
 
$
0.66
   
$
0.94
   
$
1.81
   
$
2.24
 
 
                               
Basic weighted average shares outstanding
   
47,609,819
     
47,310,011
     
47,540,593
     
47,775,798
 
Diluted weighted average shares outstanding
   
48,521,082
     
47,494,744
     
48,745,680
     
47,997,674
 
                                 
(1) Includes share-based compensation expense as follows:
                               
Cost of revenues
 
$
120
   
$
116
   
$
357
   
$
314
 
Sales and marketing
   
365
     
423
     
1,265
     
1,388
 
Research, development and engineering
   
296
     
235
     
815
     
663
 
General and administrative
   
3,782
     
2,925
     
11,303
     
7,582
 
Total
 
$
4,563
   
$
3,699
   
$
13,740
   
$
9,947
 
 
 
 


j2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
 
 
                                                                        
 
Nine Months Ended September 30,
 
   
2017
   
2016
 
Cash flows from operating activities:
           
Net income
 
$
89,554
   
$
109,281
 
Adjustments to reconcile net earnings to net cash provided by operating activities:
               
Depreciation and amortization
   
118,597
     
88,569
 
Amortization of financing costs and discounts
   
9,094
     
7,224
 
Share-based compensation
   
13,740
     
9,947
 
Provision for doubtful accounts
   
9,099
     
9,072
 
Deferred income taxes, net
   
3,859
     
(2,328
)
Loss on extinguishment of debt and related interest expense
   
7,962
     
 
Gain on sale of businesses
   
(4,715
)
   
 
Decrease (increase) in:
               
Accounts receivable
   
4,711
     
(7,631
)
Prepaid expenses and other current assets
   
(264
)
   
(663
)
Other assets
   
134
     
(7,947
)
Increase (decrease) in:
               
Accounts payable and accrued expenses
   
(49,324
)
   
(4,601
)
Income taxes payable
   
(26,359
)
   
(927
)
Deferred revenue
   
(75
)
   
(4,134
)
Liability for uncertain tax positions
   
1,554
     
8,502
 
Other long-term liabilities
   
1,429
     
(11,824
)
Net cash provided by operating activities
   
178,996
     
192,540
 
Cash flows from investing activities:
               
Maturity of available-for-sale investments
   
     
145,005
 
Purchase of available-for-sale investments
   
(5
)
   
(75,834
)
Purchases of property and equipment
   
(29,483
)
   
(17,447
)
Acquisition of businesses, net of cash received
   
(47,268
)
   
(91,401
)
Proceeds from sale of businesses, net of cash divested
   
33,508
     
 
Purchases of intangible assets
   
(1,320
)
   
(2,014
)
Net cash used in investing activities
   
(44,568
)
   
(41,691
)
Cash flows from financing activities:
               
Issuance of long-term debt, net
   
636,598
     
 
Payment of debt
   
(255,000
)
   
 
Proceeds from line of credit, net
   
44,981
     
 
Repayment of line of credit
   
(225,000
)
   
 
Repurchases of common and restricted stock
   
(7,862
)
   
(56,083
)
Issuance of stock, net of costs
   
1,302
     
3,463
 
Dividends paid
   
(54,346
)
   
(48,768
)
Deferred payments for acquisitions
   
(5,062
)
   
(18,939
)
Other
   
(45
)
   
1,680
 
Net cash provided by (used) in financing activities
   
135,566
     
(118,647
)
Effect of exchange rate changes on cash and cash equivalents
   
8,600
     
(2,169
)
Net change in cash and cash equivalents
   
278,594
     
30,033
 
Cash and cash equivalents at beginning of period
   
123,950
     
255,530
 
Cash and cash equivalents at end of period
 
$
402,544
   
$
285,563
 
 
 
 
 
 
 

j2 GLOBAL, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Non-GAAP net income is GAAP net income with the following modifications, net of tax: (1) elimination of share-based compensation and the associated payroll tax expense; (2) elimination of certain acquisition-related integration costs; (3) elimination of interest costs in excess of the coupon rate associated with the convertible notes; (4) elimination of amortization of patents and intangible assets that we acquired; (5) elimination of additional tax or indirect tax related (expense) benefit from prior years; (6) elimination of gain on sale of investments; (7) elimination of gain on sale of businesses; and (8) elimination of dilutive effect of the convertible debt.
 
   
Three Months Ended September 30,
 
   
2017
   
Per Diluted Share *
   
2016
   
Per Diluted Share *
 
Net income
 
$
32,358
   
$
0.66
   
$
45,569
   
$
0.94
 
Plus:
                               
Share based compensation (1)
   
3,488
     
0.07
     
2,660
     
0.06
 
Acquisition related integration costs (2)
   
1,573
     
0.03
     
(588
)
   
(0.01
)
Interest costs (3)
   
8,603
     
0.18
     
1,623
     
0.03
 
Amortization (4)
   
22,526
     
0.47
     
16,065
     
0.34
 
Tax expense from prior years (5)
   
(184
)
   
(0.00
)
   
     
 
Sale of investments (6)
   
     
     
(4,674
)
   
(0.10
)
Sale of businesses (7)
   
(3,154
)
   
(0.07
)
   
     
 
Convertible debt dilution (8)
   
     
0.01
     
     
 
Adjusted non-GAAP net income
 
$
65,210
   
$
1.34
   
$
60,655
   
$
1.25
 
 

 
   
Nine Months Ended September 30,
 
   
2017
   
Per Diluted Share *
   
2016
   
Per Diluted Share *
 
Net income
 
$
89,554
   
$
1.81
   
$
109,281
   
$
2.24
 
Plus:
                               
Share based compensation (1)
   
9,241
     
0.19
     
7,232
     
0.15
 
Acquisition related integration costs (2)
   
12,464
     
0.26
     
3,777
     
0.08
 
Interest costs (3)
   
11,898
     
0.25
     
4,318
     
0.09
 
Amortization (4)
   
65,891
     
1.38
     
51,705
     
1.08
 
Tax expense from prior years (5)
   
1,875
     
0.04
     
53
     
 
Sale of investments (6)
   
     
     
(4,675
)
   
(0.10
)
Sale of businesses (7)
   
(3,154
)
   
(0.07
)
   
     
 
Convertible debt dilution (8)
   
     
0.04
     
     
 
Adjusted non-GAAP net income
 
$
187,769
   
$
3.85
   
$
171,691
   
$
3.50
 
 

* The reconciliation of net income per share from GAAP to Adjusted non-GAAP may not foot since each is calculated independently.



j2 GLOBAL, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES
THREE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Non-GAAP net income is GAAP net income with the following modifications: (1) elimination of share-based compensation and the associated payroll tax expense; (2) elimination of certain acquisition-related integration costs; (3) elimination of interest costs in excess of the coupon rate associated with the convertible notes; (4) elimination of amortization of patents and intangible assets that we acquired; (5) elimination of additional tax or indirect tax related (expense) benefit from prior years; (6) elimination of gain on sale of investments; (7) elimination of gain on sale of businesses; and (8) elimination of dilutive effect of the convertible debt.
 
 
   
Three Months Ended September 30,
 
   
2017
   
2016
 
Cost of revenues
 
$
42,371
   
$
36,992
 
Plus:
               
Share based compensation (1)
   
(120
)
   
(116
)
Amortization (4)
   
(590
)
   
(1,334
)
Adjusted non-GAAP cost of revenues
 
$
41,661
   
$
35,542
 
                 
Sales and marketing
 
$
79,432
   
$
46,425
 
Plus:
               
Share based compensation (1)
   
(365
)
   
(423
)
Acquisition related integration costs (2)
   
(1,212
)
   
(409
)
Adjusted non-GAAP sales and marketing
 
$
77,855
   
$
45,593
 
                 
Research, development and engineering
 
$
12,431
   
$
8,965
 
Plus:
               
Share based compensation (1)
   
(296
)
   
(235
)
Acquisition related integration costs (2)
   
(1,026
)
   
(51
)
Adjusted non-GAAP research, development and engineering
 
$
11,109
   
$
8,679
 
                 
General and administrative
 
$
76,425
   
$
55,612
 
Plus:
               
Share based compensation (1)
   
(3,782
)
   
(2,925
)
Acquisition related integration costs (2)
   
(2,219
)
   
1,196
 
Amortization (4)
   
(31,160
)
   
(23,730
)
Adjusted non-GAAP general and administrative
 
$
39,264
   
$
30,153
 
                 
Interest expense, net
 
$
25,326
   
$
10,436
 
Plus:
               
Interest costs (3)
   
(11,755
)
   
(1,940
)
Adjusted non-GAAP interest expense, net
 
$
13,571
   
$
8,496
 
                 
Other (income) expense, net
 
$
(3,890
)
 
$
(9,718
)
Plus:
               
Acquisition related integration costs (2)
   
(304
)
   
 
Sale of investments (6)
   
     
7,540
 
Sale of businesses (7)
   
4,715
     
 
Adjusted non-GAAP other (income) expense, net
 
$
521
   
$
(2,178
)
 
 
 
 

Continued from previous page
 
 
 
 
Income tax provision
 
$
9,163
   
$
15,835
 
Plus:
               
Share based compensation (1)
   
1,075
     
1,039
 
Acquisition related integration costs (2)
   
3,188
     
(148
)
Interest costs (3)
   
3,152
     
317
 
Amortization (4)
   
9,224
     
8,999
 
Tax expense from prior years (5)
   
184
     
 
Sale of investments (6)
   
     
(2,866
)
Sale of businesses (7)
   
(1,561
)
   
 
Adjusted non-GAAP income tax provision
 
$
24,425
   
$
23,176
 
                 
Total adjustments
 
$
(32,852
)
 
$
(15,086
)
                 
GAAP earnings per diluted share
 
$
0.66
   
$
0.94
 
Adjustments *
 
$
0.68
   
$
0.32
 
Adjusted non-GAAP earnings per diluted share
 
$
1.34
   
$
1.25
 


* The reconciliation of net income per share from GAAP to Adjusted non-GAAP may not foot since each is calculated independently.

The Company discloses Adjusted non-GAAP Earnings Per Share ("EPS") as a supplemental Non-GAAP financial performance measure, as it believes it is a useful metric by which to compare the performance of its business from period to period. The Company also understands that this Adjusted non-GAAP measure is broadly used by analysts, rating agencies and investors in assessing the Company's performance. Accordingly, the Company believes that the presentation of this Adjusted non-GAAP financial measure provides useful information to investors.

Adjusted non-GAAP EPS is not in accordance with, or an alternative to, net income per share and may be different from Non-GAAP measures with similar or even identical names used by other companies. In addition, this Adjusted non-GAAP measure is not based on any comprehensive set of accounting rules or principles. This Adjusted non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company's results of operations determined in accordance with GAAP.
 
 
 
 
 
 
 
 
 
 
 
 
 



j2 GLOBAL, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES
NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Non-GAAP net income is GAAP net income with the following modifications: (1) elimination of share-based compensation and the associated payroll tax expense; (2) elimination of certain acquisition-related integration costs; (3) elimination of interest costs in excess of the coupon rate associated with the convertible notes; (4) elimination of amortization of patents and intangible assets that we acquired; (5) elimination of additional tax or indirect tax related (expense) benefit from prior years; (6) elimination of gain on sale of investments; (7) elimination of gain on sale of businesses; and (8) elimination of dilutive effect of the convertible debt.
 
 
   
Nine Months Ended September 30,
 
   
2017
   
2016
 
Cost of revenues
 
$
126,339
   
$
106,870
 
Plus:
               
Share based compensation (1)
   
(357
)
   
(314
)
Acquisition related integration costs (2)
   
(195
)
   
 
Amortization (4)
   
(2,348
)
   
(3,890
)
Adjusted non-GAAP cost of revenues
 
$
123,439
   
$
102,666
 
                 
Sales and marketing
 
$
237,772
   
$
143,155
 
Plus:
               
Share based compensation (1)
   
(1,265
)
   
(1,388
)
Acquisition related integration costs (2)
   
(3,684
)
   
(1,534
)
Adjusted non-GAAP sales and marketing
 
$
232,823
   
$
140,233
 
                 
Research, development and engineering
 
$
35,737
   
$
27,165
 
Plus:
               
Share based compensation (1)
   
(815
)
   
(663
)
Acquisition related integration costs (2)
   
(1,850
)
   
(50
)
Adjusted non-GAAP research, development and engineering
 
$
33,072
   
$
26,452
 
                 
General and administrative
 
$
232,118
   
$
170,823
 
Plus:
               
Share based compensation (1)
   
(11,303
)
   
(7,582
)
Acquisition related integration costs (2)
   
(10,507
)
   
(4,226
)
Amortization (4)
   
(94,095
)
   
(69,654
)
Tax expense from prior years (5)
   
(3,007
)
   
(900
)
Adjusted non-GAAP general and administrative
 
$
113,206
   
$
88,461
 
                 
Interest expense, net
 
$
51,406
   
$
30,971
 
Plus:
               
Interest costs (3)
   
(16,644
)
   
(5,739
)
Adjusted non-GAAP interest expense, net
 
$
34,762
   
$
25,232
 
                 
Other (income) expense, net
 
$
660
   
$
(9,805
)
Plus:
               
Acquisition related integration costs (2)
   
(2,938
)
   
 
Tax benefit from prior years (5)
   
     
811
 
Sale of investments (6)
   
     
7,540
 
Sale of businesses (7)
   
4,715
     
 
Adjusted non-GAAP other (income) expense, net
 
$
2,437
   
$
(1,454
)
 
 
 

Continued from previous page
 
 
 
 
Income tax provision
 
$
27,872
   
$
43,958
 
Plus:
               
Share based compensation (1)
   
4,499
     
2,715
 
Acquisition related integration costs (2)
   
6,710
     
2,033
 
Interest costs (3)
   
4,746
     
1,421
 
Amortization (4)
   
30,552
     
21,839
 
Tax expense from prior years (5)
   
1,132
     
36
 
Sale of investments (6)
   
     
(2,865
)
Sale of businesses (7)
   
(1,561
)
   
 
Adjusted non-GAAP income tax provision
 
$
73,950
   
$
69,137
 
                 
Total adjustments
 
$
(98,215
)
 
$
(62,410
)
                 
GAAP earnings per diluted share
 
$
1.81
   
$
2.24
 
Adjustments *
 
$
2.04
   
$
1.26
 
Adjusted non-GAAP earnings per diluted share
 
$
3.85
   
$
3.50
 


* The reconciliation of net income per share from GAAP to Adjusted non-GAAP may not foot since each is calculated independently.

The Company discloses Adjusted non-GAAP Earnings Per Share ("EPS") as a supplemental Non-GAAP financial performance measure, as it believes it is a useful metric by which to compare the performance of its business from period to period. The Company also understands that this Adjusted non-GAAP measure is broadly used by analysts, rating agencies and investors in assessing the Company's performance. Accordingly, the Company believes that the presentation of this Adjusted non-GAAP financial measure provides useful information to investors.

Adjusted non-GAAP EPS is not in accordance with, or an alternative to, net income per share and may be different from Non-GAAP measures with similar or even identical names used by other companies. In addition, this Adjusted non-GAAP measure is not based on any comprehensive set of accounting rules or principles. This Adjusted non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company's results of operations determined in accordance with GAAP.
 
 
 
 
 
 
 
 
 
 
 
 

 


Non-GAAP Financial Measures

To supplement its condensed consolidated financial statements, which are prepared and presented in accordance with US GAAP, the Company uses the following Non-GAAP financial measures: Adjusted EBITDA, Adjusted non-GAAP net income, and Adjusted non-GAAP diluted EPS (collectively the "Non-GAAP financial measures"). The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. The Company uses these Non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. The Company believes that they provide useful information about core operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making.

(1) Share Based Compensation. The Company excludes stock-based compensation because it is non-cash in nature and because the Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. The Company further believes this measure is useful to investors in that it allows for greater transparency to certain line items in its financial statements. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item.

(2) Acquisition Related Integration Costs. The Company excludes certain acquisition and related integration costs such as severance, lease terminations, retention bonuses and other acquisition-specific items. The Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item.

(3) Interest Costs. In June 2014, the Company issued $402.5 million aggregate principal amount of 3.25% convertible senior notes.  In accordance with GAAP, the Company separately accounts for the value of the liability and equity features of its outstanding convertible senior notes in a manner that reflects the Company's non-convertible debt borrowing rate. The value of the conversion feature, reflected as a debt discount, is amortized to interest expense over time. Accordingly, the Company recognizes imputed interest expense on its convertible senior notes of approximately 5.8% in its income statement. The Company excludes the difference between the imputed interest expense and the coupon interest expense of 3.25% because it is non-cash in nature and because the Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding core operational performance. In addition, the Company has excluded 3 days of overlapping interest expense in June and the month of July in connection with the 8.0% senior unsecured notes and deferred issuance costs associated with the repayment of the line of credit. The Company has determined excluding these items from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item.

(4) Amortization. The Company excludes amortization of patents and acquired intangible assets because it is non-cash in nature and because the Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item.

(5) Tax (Expense) Benefit from Prior Years. The Company excludes certain income tax-related items in respect of income tax audit settlements and their related FIN 48 accrual reversals. The Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(6) Gain on Sale of Investment. The company excludes the gain on sale of its strategic equity investment in Carbonite, Inc. The company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(7) Gain on Sale of Businesses. The company excludes the gain on sale of its businesses of Cambridge BioMarketing LLC and Web24. The company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(8) Convertible Debt Dilution. The Company excludes convertible debt dilution from diluted EPS. The Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

The Company presents Adjusted non-GAAP Cost of Revenues, Adjusted non-GAAP Research, Development and Engineering, Adjusted non-GAAP Sales and Marketing, Adjusted non-GAAP General and Administrative, Adjusted non-GAAP Interest Expense, Adjusted non-GAAP Other Expense (Income), Adjusted non-GAAP Income Tax Provision and Adjusted non-GAAP Net Income because the Company believes that these provide useful information about our operating results and enhance the overall understanding of past financial performance and future prospects.
 

j2 GLOBAL, INC. AND SUBSIDIARIES
NET INCOME TO ADJUSTED EBITDA RECONCILIATION
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016
(UNAUDITED, IN THOUSANDS)
 

The following table sets forth a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure.
 
   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2017
   
2016
   
2017
   
2016
 
Net income
 
$
32,358
   
$
45,569
   
$
89,554
   
$
109,281
 
Plus:
                               
Interest expense, net
   
25,326
     
10,436
     
51,406
     
30,971
 
Other expense (income), net
   
521
     
(9,718
)
   
2,438
     
(9,805
)
Income tax expense
   
9,163
     
15,835
     
27,872
     
43,958
 
Depreciation and amortization
   
39,372
     
30,336
     
118,597
     
88,569
 
Reconciliation of GAAP to Adjusted non-GAAP financial measures:
                               
Share-based compensation and the associated payroll tax expense
   
4,563
     
3,699
     
13,740
     
9,947
 
Acquisition-related integration costs
   
4,761
     
(736
)
   
19,174
     
5,810
 
Additional indirect tax expense from prior years
   
     
     
3,007
     
900
 
Sale of businesses
   
(4,715
)
   
     
(4,715
)
   
 
                                 
Adjusted EBITDA
 
$
111,349
   
$
95,421
   
$
321,073
   
$
279,631
 

 
Adjusted EBITDA as calculated above represents earnings before interest and other expense, net, income tax expense, depreciation and amortization and the items used to reconcile GAAP to Adjusted non-GAAP financial measures, including (1) share-based compensation, (2) certain acquisition-related integration costs, (3) additional indirect tax expense from prior years and (4) certain gains on sale of businesses. We disclose Adjusted EBITDA as a supplemental Non-GAAP financial performance measure as we believe it is a useful metric by which to compare the performance of our business from period to period. We understand that measures similar to Adjusted EBITDA are broadly used by analysts, rating agencies and investors in assessing our performance. Accordingly, we believe that the presentation of Adjusted EBITDA provides useful information to investors.

Adjusted EBITDA is not in accordance with, or an alternative to, net income, and may be different from Non-GAAP measures used by other companies. In addition, Adjusted EBITDA is not based on any comprehensive set of accounting rules or principles. This Adjusted non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company's results of operations determined in accordance with GAAP.
 
 
 
 
 
 
 

 

j2 GLOBAL, INC. AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)

 
    Q1     Q2     Q3     Q4    
YTD
 
2017
                                     
Net cash provided by operating activities
 
$
51,191
   
$
60,464
   
$
67,341
   
$
   
$
178,996
 
Less: Purchases of property and equipment
   
(9,660
)
   
(9,285
)
   
(10,538
)
   
     
(29,483
)
Add: Contingent consideration*
   
20,000
     
19,950
     
     
     
39,950
 
Free cash flows
 
$
61,531
   
$
71,129
   
$
56,803
   
$
   
$
189,463
 
                                         
 
* Free cash flows of $61.5 million for Q1 2017 and $71.1 million for Q2 2017 is before the effect of payments associated with certain contingent consideration associated with recent acquisitions.
 
 
    Q1     Q2     Q3     Q4    
YTD
 
2016
                                     
Net cash provided by operating activities
 
$
64,524
   
$
67,528
   
$
60,488
   
$
89,847
   
$
282,387
 
Less: Purchases of property and equipment
   
(4,321
)
   
(4,865
)
   
(8,261
)
   
(7,299
)
   
(24,746
)
Add: Contingent consideration*
   
8,000
     
     
     
     
8,000
 
Add: Excess tax benefit share-based compensation
   
264
     
833
     
974
     
200
     
2,271
 
Free cash flows
 
$
68,467
   
$
63,496
   
$
53,201
   
$
82,748
   
$
267,912
 
                                         
 
* Free cash flows of $68.5 million for Q1 2016 is before the effect of payments associated with certain contingent consideration associated with recent acquisitions.  Amounts reflected were adjusted from previously disclosed periods in order to be comparable to the current period.
 
The Company discloses Free Cash Flows as supplemental Non-GAAP financial performance measure, as it believes it is a useful metric by which to compare the performance of its business from period to period. The Company also understands that this Non-GAAP measure is broadly used by analysts, rating agencies and investors in assessing the Company's performance. Accordingly, the Company believes that the presentation of this Non-GAAP financial measure provides useful information to investors.

Free Cash Flows is not in accordance with, or an alternative to, Cash Flows from Operating Activities, and may be different from Non-GAAP measures with similar or even identical names used by other companies. In addition, the Non-GAAP measure is not based on any comprehensive set of accounting rules or principles. This Non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company's results of operations determined in accordance with GAAP.
 
 
 


j2 GLOBAL, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES
THREE MONTHS ENDED SEPTEMBER 30, 2017
(UNAUDITED, IN THOUSANDS)

 
   
Cloud
   
Cloud
   
IP
   
Digital
             
   
Connect
   
Services
   
Licensing
   
Media
   
j2 Global, Inc.
   
Total
 
Revenues
                                   
GAAP revenues
 
$
96,882
   
$
47,693
   
$
1,212
   
$
127,829
   
$
   
$
273,616
 
                                                 
Gross profit
                                               
GAAP gross profit
 
$
79,805
   
$
34,664
   
$
1,212
   
$
115,564
   
$
   
$
231,245
 
Non-GAAP adjustments:
                                               
Share-based compensation
   
102
     
18
     
     
     
     
120
 
Amortization
   
29
     
561
     
     
     
     
590
 
Adjusted non-GAAP gross profit
 
$
79,936
   
$
35,243
   
$
1,212
   
$
115,564
   
$
   
$
231,955
 
                                                 
Operating profit
                                               
GAAP operating profit
 
$
44,363
   
$
12,282
   
$
(485
)
 
$
12,330
   
$
(5,533
)
 
$
62,957
 
Non-GAAP adjustments:
                                               
Share-based compensation
   
1,086
     
536
     
     
1,158
     
1,783
     
4,563
 
Acquisition related integration costs
   
     
109
     
     
4,348
     
     
4,457
 
Amortization
   
5,834
     
7,883
     
1,195
     
16,838
     
     
31,750
 
Adjusted non-GAAP operating profit
 
$
51,283
   
$
20,810
   
$
710
   
$
34,674
   
$
(3,750
)
 
$
103,727
 
                                                 
Depreciation
   
1,167
     
1,066
     
     
5,389
     
     
7,622
 
Adjusted EBITDA
 
$
52,450
   
$
21,876
   
$
710
   
$
40,063
   
$
(3,750
)
 
$
111,349
 
                                                 
 
NOTE: Table above excludes certain intercompany allocations
 
 
 

 

j2 GLOBAL, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES
THREE MONTHS ENDED SEPTEMBER 30, 2016
(UNAUDITED, IN THOUSANDS)

 
   
Cloud
   
Cloud
   
IP
   
Digital
             
   
Connect
   
Services
   
Licensing
   
Media
   
j2 Global, Inc.
   
Total
 
Revenues
                                   
GAAP revenues
 
$
92,599
   
$
49,624
   
$
1,119
   
$
66,774
   
$
   
$
210,116
 
                                                 
Gross profit
                                               
GAAP gross profit
 
$
76,652
   
$
34,197
   
$
1,116
   
$
61,159
   
$
   
$
173,124
 
Non-GAAP adjustments:
                                               
Share-based compensation
   
97
     
19
     
     
     
     
116
 
Amortization
   
127
     
1,207
     
     
     
     
1,334
 
Adjusted non-GAAP gross profit
 
$
76,876
   
$
35,423
   
$
1,116
   
$
61,159
   
$
   
$
174,574
 
                                                 
Operating profit
                                               
GAAP operating profit
 
$
43,543
   
$
10,354
   
$
(996
)
 
$
13,887
   
$
(4,666
)
 
$
62,122
 
Non-GAAP adjustments:
                                               
Share-based compensation
   
962
     
495
     
     
713
     
1,529
     
3,699
 
Acquisition related integration costs
   
65
     
     
     
(801
)
   
     
(736
)
Amortization
   
4,552
     
11,821
     
1,442
     
7,249
     
     
25,064
 
Adjusted non-GAAP operating profit
 
$
49,122
   
$
22,670
   
$
446
   
$
21,048
   
$
(3,137
)
 
$
90,149
 
                                                 
Depreciation
   
1,399
     
1,004
     
     
2,869
     
     
5,272
 
Adjusted EBITDA
 
$
50,521
   
$
23,674
   
$
446
   
$
23,917
   
$
(3,137
)
 
$
95,421
 
                                                 
 
NOTE: Table above excludes certain intercompany allocations