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8-K - FORM 8K DATED MARCH 6, 2013 - J2 GLOBAL, INC.j2form8-k_17505.htm
EX-99.2 - MAY 2013 INVESTOR PRESENTATION. - J2 GLOBAL, INC.exh99-2_17505.htm
EXHIBIT 99.1
 
 
j2 Reports Record Q1 2013 Revenues; Raises Full Year 2013 Revenues and Earnings Outlook

Announces Seventh Consecutive Quarterly Dividend Increase


LOS ANGELES ---- j2 Global, Inc. (NASDAQGS:JCOM) today reported financial results for the first quarter ended March 31, 2013, provided increased 2013 revenues and earnings estimates and announced that its Board of Directors has declared an increased quarterly cash dividend of $0.24 per share.

FIRST QUARTER 2013 RESULTS

Quarterly revenues increased 31% to a record $113.6 million compared to $86.7 million for Q1 2012.  This result was driven by 4.7% growth in Business Cloud Services revenues and the first full quarter of Digital Media revenues.  Digital Media revenues are seasonal, with Q1 expected to contribute 15-20% of annual revenues and Q4 expected to contribute as much as 35%.  Both segments performed in line with j2’s expectations.

GAAP and Non-GAAP earnings per diluted share(1)(2) for the quarter decreased (18.3)% and (9.4)%, respectively, to $0.49 and $0.58, respectively, compared to $0.60 and $0.64, respectively, for Q1 2012, reflecting $0.07 of interest expense not present in Q1 2012, $0.04 of Digital Media Division non-cash amortization expense and $0.05 of integration expenses associated with j2’s Q1 2013 acquisition of IGN Entertainment (which integration expenses are already excluded from Non-GAAP results presented).

Quarterly EBITDA(3) increased 7.1% to a Q1 record $48.2 million compared to $45.0 million for Q1 2012.

Q1 2013 free cash flow(4) increased 1.0% to $38.4 million compared to $38.1 million for Q1 2012.

Cancel rate(5) for the quarter was within our annual range at 2.4%, while the net subscriber base grew by 60,000 DIDs.

j2 ended the quarter with approximately $310 million in cash and investments after deploying $73.5 million during the quarter for acquisitions and j2’s regular quarterly dividend.

Key financial results for Q1 2013 versus Q1 2012 are set forth in the following table (in millions, except per share). Reconciliations of non-GAAP earnings per diluted share, EBITDA and free cash flow to their nearest comparable GAAP financial measures are attached to this Press Release.
 
 
 

 
                     
     
Q1 2013
   
Q1 2012
   
% Change
Revenues
   
$113.6 million
   
$86.7 million
   
 
31.0%
Earnings per Diluted Share(1)
     
$0.49
     
$0.60
   
 
(18.3)%
Non-GAAP Earnings per Diluted Share(1) (2)
   
 
$0.58
     
$0.64
   
 
(9.4)%
EBITDA(3)
   
$48.2 million
   
$45.0 million
   
 
7.1%
Free Cash Flow(4)
   
$38.4 million
   
$38.1 million
   
 
1.0%
                     
“Over the past several quarters we have made enormous strides in expanding and diversifying j2’s Internet-related businesses,” said Hemi Zucker, CEO of j2. “We have added a Digital Media Division by means of several key acquisitions to complement our leading business cloud services. We have also continued to grow our Business Cloud Services Division geographically with expansion of our voice and online backup services in Australia and New Zealand.  We intend to continue to focus on growing and diversifying our Internet-related businesses in market segments that will provide substantial profit opportunities.”

BUSINESS OUTLOOK

During Q2 2013, j2 entered into a patent license agreement pursuant to which it has received $27 million, as further described in j2’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 25, 2013.

j2 currently estimates that it will generate fiscal 2013 revenues and earnings per diluted share associated with past damages from this license agreement in amounts exceeding $10 million and $0.13, respectively.  Accordingly, j2 is increasing both its fiscal 2013 revenues and non-GAAP earnings per diluted share estimates by equal amounts as follows:

Increasing fiscal 2013 revenues estimate to between $510 and $535 million from the previous estimate of between $500 and $525 million.

Increasing fiscal 2013 non-GAAP earnings per diluted share estimate to between $2.78 and $2.98 from the previous estimate of between $2.65 and $2.85.

Non-GAAP earnings per diluted share for 2013 excludes acquisition-related integration costs of approximately $4 million and share-based compensation of between $11 and $12 million.

It is anticipated that the normalized tax rate for 2013 (exclusive of the release of reserves for uncertain tax positions) will be between 25% and 27%.
 
 

 
DIVIDEND

j2’s Board of Directors has approved a quarterly cash dividend of $0.24 per common share, a 3.2% increase versus last quarter’s dividend and a 11.6% increase versus the dividend paid in Q2 2012.  This is j2’s seventh consecutive quarterly dividend increase and represents a 20% increase versus its first quarterly dividend in September 2011.  The dividend will be paid on June 4, 2013 to all shareholders of record as of the close of business on May 20, 2013.  Future dividends will be subject to Board approval.

Notes:

(1)
 
The estimated GAAP effective tax rates were approximately 19.5% for Q1 2013 and 22.6% for Q1 2012.  The estimated Non-GAAP effective tax rates were approximately 23.2% for Q1 2013 and 23.1% for Q1 2012.
     
(2)
 
For Q1 2013, Non-GAAP earnings per diluted share excludes share-based compensation and certain acquisition-related integration costs, in each case net of tax, totaling $0.09. For Q1 2012, Non-GAAP earnings per diluted share excludes share-based compensation and related payroll taxes, and certain acquisition-related integration costs, in each case net of tax, totaling $0.04. Non-GAAP earnings per diluted share amounts are not meant as a substitute for GAAP, but are solely for informational purposes.
     
(3)
 
EBITDA is defined as earnings before interest and other expense, net; income tax expense; depreciation and amortization; and the items used to reconcile GAAP to Non-GAAP financial measures, including (1) share-based compensation expense and related payroll taxes and (2) certain acquisition-related integration costs.  EBITDA amounts are not meant as a substitute for GAAP, but are solely for informational purposes.
     
(4)
 
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.
     
(5)
 
Cancel rate is defined as cancels related to individual customer DIDs with greater than four months of continuous service (continuous service includes customer DIDs administratively cancelled and reactivated within the same calendar month), and DIDs related to enterprise customers beginning with their first day of service. For the quarter, calculated monthly and expressed here as an average over the three months of the quarter. For the year, expressed as an average over the four quarters of the year.
     

 
 

 
About j2

j2 Global, Inc. (NASDAQGS:JCOM) provides Internet services through its two divisions: Business Cloud Services and Digital Media. The Business Cloud Services Division offers Internet fax, virtual phone, hosted email, email marketing, online backup, unified communications and CRM solutions. It markets its services principally under the brand names eFax®, eVoice®, FuseMail®, Campaigner®, KeepItSafe® and Onebox® and operates a messaging network spanning 49 countries on six continents. The Digital Media Division consists of Ziff Davis Inc., which offers technology, gaming and lifestyle content through its digital properties which include PCMag.com, IGN.com, AskMen.com, Toolbox.com and others. Ziff Davis also operates BuyerBase, an advanced digital ad targeting platform and Ziff Davis B2B, a leading provider of research to enterprise buyers and leads to IT vendors. As of December 31, 2012, j2 had achieved 17 consecutive fiscal years of revenue growth.  For more information about j2, please visit www.j2global.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 2013 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: ability to successfully diversify and grow our business, both the Business Cloud Services and Digital Media Divisions; ability to identify, close and successfully integrate acquisitions; risks of geographic expansion; risks that markets we choose to enter fail to achieve desired levels of growth and profitability prospects; subscriber growth and retention; variability of 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 surrounding messaging and communications, including but not limited to the imposition or increase of taxes or regulatory-related fees; and the numerous other factors set forth in j2’s filings with the Securities and Exchange Commission (“SEC”). For a more detailed description of the risk factors and uncertainties affecting j2, refer to the 2012 Annual Report on Form 10-K filed by j2 on March 1, 2013, and the other reports filed by j2 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 2013 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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
j2 GLOBAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED, IN THOUSANDS)
 
   
MARCH 31,
   
DECEMBER 31,
 
   
2013
   
2012
 
             
ASSETS
           
Cash and cash equivalents
  $ 193,126     $ 218,680  
Short-term investments
    100,846       105,054  
Accounts receivable,
               
      net of allowances of $3,216 and $3,213, respectively
    56,164       37,285  
Prepaid expenses and other current assets
    15,891       15,388  
Deferred income taxes
    2,438       1,092  
Total current assets
    368,465       377,499  
                 
Long-term investments
    16,118       19,841  
Property and equipment, net
    24,874       19,599  
Goodwill
    429,293       407,825  
Other purchased intangibles, net
    195,645       165,316  
Deferred income taxes
    2,165       1,852  
Other assets
    3,266       3,238  
                 
TOTAL ASSETS
  $ 1,039,826     $ 995,170  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Accounts payable and accrued expenses
  $ 57,122     $ 39,874  
Income taxes payable
    3,277       3,004  
Deferred revenue
    32,753       30,493  
Liability for uncertain tax positions
    5,532       5,523  
Deferred income taxes
    1,107       33  
Total current liabilities
    99,791       78,927  
                 
Long-term debt
    245,310       245,194  
Liability for uncertain tax positions
    33,439       32,155  
Deferred income taxes
    39,163       32,393  
Other long-term liabilities
    3,001       3,166  
Mandatorily redeemable financial instrument
    9,068       8,740  
Total liabilities
    429,772       400,575  
                 
Commitments and contingencies
           
                 
Stockholders' Equity:
               
Preferred stock
           
Common stock
    453       451  
Additional paid-in capital
    173,231       169,542  
Retained earnings
    435,976       424,790  
Accumulated other comprehensive income (loss)
    980       (88 )
      Total j2 Global, Inc. stockholder's equity
    610,640       594,695  
Noncontrolling interest
    (586 )     (100 )
Total stockholders' equity
    610,054       594,595  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 1,039,826     $ 995,170  
 
 
 
 
 

 
j2 GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
 
   
THREE MONTHS ENDED MARCH 31,
 
   
2013
   
2012
 
             
Revenues
    113,617       86,652  
                 
Cost of revenues (including share-based compensation of $214 and $242 for the three months of 2013 and 2012, respectively)
    20,235       15,864  
Gross profit
    93,382       70,788  
                 
Operating expenses:
               
Sales and marketing (including share-based compensation of $418 and $375 for the three months of 2013 and 2012, respectively)
    29,638       14,860  
Research, development and engineering (including share-based compensation of $106 and $116 for the three months of 2013 and 2012, respectively)
    6,746       4,489  
General and administrative (including share-based compensation of $1,610 and $1,560 for the three months of 2013 and 2012, respectively)
    24,011       13,829  
                 
Total operating expenses
    60,395       33,178  
                 
Income from operations
    32,987       37,610  
Interest and other expense, net
    (4,716 )     (719 )
Income before income taxes
    28,271       36,891  
Income tax expense
    5,500       8,352  
Net income
    22,771       28,539  
Less net loss attributable to noncontrolling interest
    (151 )      
Net income attributable to j2 Global, Inc. common stockholders
  $ 22,922     $ 28,539  
                 
Basic net income per common share:
               
Net income attributable to j2 Global, Inc. common stockholders
  $ 0.50     $ 0.61  
                 
Diluted net income per common share:
               
Net income attributable to j2 Global, Inc. common stockholders
  $ 0.49     $ 0.60  
                 
                 
Basic weighted average shares outstanding
    45,160,140       46,400,441  
                 
Diluted weighted average shares outstanding
    45,668,167       46,794,603  
                 
 
 
 
 

 
j2 GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
 
 
   
THREE MONTHS ENDED MARCH 31,
 
   
2013
   
2012
 
             
Cash flows from operating activities:
           
Net income
  $ 22,771     $ 28,539  
Adjustments to reconcile net income to net cash
               
 provided by operating activities:
               
Depreciation and amortization
    8,762       4,926  
Accretion and amortization of discount and premium of investments
    453       319  
Amortization of financing costs and discounts
    150        
Share-based compensation
    2,348       2,280  
Excess tax benefit from share-based compensation
    (280 )     (286 )
Provision for doubtful accounts
    833       1,289  
Deferred income taxes
    (1,446 )     (3,498 )
Decrease (increase) in:
               
Accounts receivable
    2,495       936  
Prepaid expenses and other current assets
    (139 )     (1,055 )
Other assets
    357       150  
(Decrease) increase in:
               
Accounts payable and accrued expenses
    160       (4,488 )
Income taxes payable
    2,138       7,532  
Deferred revenue
    92       700  
Liability for uncertain tax positions
    1,294       1,536  
Other liabilities
    60       62  
Net cash provided by operating activities
    40,048       38,942  
                 
Cash flows from investing activities:
               
Maturity of certificate of deposit
    22,106        
Purchase of certificates of deposit
    (8,165 )     (5,822 )
Sales of available-for-sale investments
    31,932       45,164  
Purchases of available-for-sale investments
    (35,244 )     (15,537 )
Purchases of property and equipment
    (1,933 )     (1,159 )
Purchases of intangible assets
    (333 )     (900 )
Acquisition of businesses, net of cash received
    (62,771 )     (18,843 )
Net cash (used in) provided by investing activities
    (54,408 )     2,903  
                 
Cash flows from financing activities:
               
Debt issuance costs
    (47 )      
Repurchases of common stock and restricted stock
    (2,069 )     (40,273 )
Issuance of common stock under employee stock purchase plan
    56       29  
Exercise of stock options
    2,025       2,591  
Excess tax benefit from share-based compensation
    280       286  
Dividends paid
    (10,684 )     (9,975 )
Net cash used in financing activities
    (10,439 )     (47,342 )
                 
Effect of exchange rate changes on cash and cash equivalents
    (755 )     1,820  
                 
Net decrease in cash and cash equivalents
    (25,554 )     (3,677 )
Cash and cash equivalents at beginning of period
    218,680       139,359  
Cash and cash equivalents at end of period
  $ 193,126     $ 135,682  
 
 
 
 

 
j2 GLOBAL, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
THREE MONTHS ENDED MARCH 31, 2013 AND 2012
(UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
Non-GAAP net income are GAAP net income with the following modifications: (1) elimination of share-based compensation expense and the associated payroll taxes; (2) elimination of certain acquisition and related exit costs and (3) elimination of income tax provision associated with share-based compensation and associated payroll taxes and certain acquisition and related exit costs.
 
 
   
THREE MONTHS ENDED MARCH 31, 2013
   
THREE MONTHS ENDED MARCH 31, 2012
   
GAAP
   
(1)
Share-based
Compensation
   
(2)
Acquisition
and Exit
Costs
   
Non-GAAP
   
GAAP
   
(1)
Share-based
Compensation
   
(2)
Acquisition
and Exit
Costs
   
Non-GAAP
 
                                                         
Revenues
    113,617             (44 )     113,573       86,652                   86,652  
                                                                 
Cost of revenues
    20,235       (214 )     (88 )     19,933       15,864       (242 )     (6 )     15,616  
                                                                 
Operating expenses:
                                                               
Sales and marketing
    29,638       (418 )     (992 )     28,228       14,860       (375 )     (90 )     14,395  
Research, development and engineering
    6,746       (106 )     (579 )     6,061       4,489       (116 )     (5 )     4,368  
General and administrative
    24,011       (1,610 )     (2,479 )     19,922       13,829       (1,630 )     (48 )     12,151  
                                                                 
Income tax provision (3)
  $ 5,500       774       1,763     $ 8,037     $ 8,352       733       34       9,119  
                                                                 
Net income attributable to j2 Global, Inc. common stockholders
  $ 22,922       1,574       2,331     $ 26,827     $ 28,539       1,630       115     $ 30,284  
                                                                 
Net income per share attributable to
                                                         
j2 Global, Inc. common stockholders*:
                                                 
Basic
  $ 0.50       0.03       0.05     $ 0.58     $ 0.61       0.03       0.00     $ 0.64  
Diluted
  $ 0.49       0.03       0.05     $ 0.58     $ 0.60       0.03       0.00     $ 0.64  
 
 
* The reconciliation of Net income per share from GAAP to Non-GAAP may not foot since each is calculated independently.
 
The Company discloses non-GAAP Earnings Per Share (EPS) as supplemental non-GAAP financial performance measure, as it believes it is 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.
 
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 non-GAAP measure is not based on any comprehensive set of accounting rules or principles. This non-GAAP measure has limitations in that they do not reflect all of the amounts associated with the Company's results of operations determined in accordance with GAAP.
 
 
 
 
 

 
j2 GLOBAL, INC.
NET INCOME TO EBITDA RECONCILIATION
THREE MONTHS ENDED MARCH 31, 2013 AND 2012
(UNAUDITED, IN THOUSANDS)
 
 
 
The following table sets forth a reconciliation of EBITDA to net income, the most directly comparable GAAP financial measure.
 
 
   
THREE MONTHS ENDED MARCH 31,
 
   
2013
   
2012
 
             
Net income
  $ 22,771     $ 28,539  
Plus:
               
Interest and other expense, net
    4,716       719  
Income tax expense
    5,500       8,352  
Depreciation and amortization
    8,794       4,906  
Reconciliation of GAAP to Non-GAAP financial measures:
         
Share-based compensation
    2,348       2,363  
Exit costs
    4,094       149  
EBITDA
  $ 48,223     $ 45,028  
 
 
 
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 Non-GAAP financial measures, including (1) share-based compensation expense and the associated payroll taxes and (2) certain acquisition and related exit costs.  We disclose 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 EBITDA are broadly used by analysts, rating agencies and investors in assessing our performance. Accordingly, we believe that the presentation of EBITDA provides useful information to investors.
                 
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, EBITDA 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.
NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)
 
 
      Q1       Q2       Q3       Q4    
YTD
 
2013
                                     
Net cash provided by operating activities
  $ 40,048                             $ 40,048  
Less: Purchases of property and equipment
    (1,933 )                             (1,933 )
Add: Excess tax benefit (deficit) from share-based compensation
    280                               280  
Free cash flows
  $ 38,395     $     $     $     $ 38,395  
                                         
                                         
                                         
2012
                                       
Net cash provided by operating activities
  $ 38,942     $ 46,382     $ 38,193     $ 46,394     $ 169,911  
Less: Purchases of property and equipment
    (1,159 )     (1,631 )     (956 )     (1,159 )     (4,905 )
Add: Excess tax benefit (deficit) from share-based compensation
    286       821       (91 )     (55 )     961  
Free cash flows
  $ 38,069     $ 45,572     $ 37,146     $ 45,180     $ 165,967  
 
 
The Company discloses non-GAAP Free Cash Flows as supplemental non-GAAP financial performance measure, as it believes it is a useful metrics 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 do not reflect all of the amounts associated with the Company's results of operations determined in accordance with GAAP.