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EX-99.2 - NOVEMBER 2018 INVESTOR PRESENTATION. - J2 GLOBAL, INC.exh99-2_18246.htm
8-K - FORM 8K DATED NOVEMBER 5, 2018 - J2 GLOBAL, INC.j2form8-k_18246.htm
EXHIBIT 99.1
 
j2 Global Reports Third Quarter 2018 Results

Achieves Record Third Quarter Revenues (up 7.0% to $292.7 million vs. Q3 2017)
Announces Twenty-Ninth Consecutive Quarterly Dividend Increase
 
 
LOS ANGELES -- j2 Global, Inc. (NASDAQ: JCOM) today reported financial results for the third quarter ended September 30, 2018 and announced that its Board of Directors has declared an increased quarterly cash dividend of $0.4350 per share.

"We enjoyed another record quarter, experiencing solid margin expansion and strong EPS and free cash flow," said Vivek Shah, CEO of j2 Global. "We also closed on five tuck-in acquisitions across five different business units, demonstrating diversification in our allocation of acquisition capital."
 
THIRD QUARTER 2018 RESULTS

Q3 2018 quarterly revenues increased 7.0% to a third quarter record of $292.7 million compared to $273.6 million for Q3 2017.

Net cash provided by operating activities increased to $89.8 million compared to $67.3 million for Q3 2017. Q3 2018 free cash flow(1) increased 29.3% to $73.5 million compared to $56.8 million for Q3 2017. The increase in free cash flow(1) is primarily due to lower income tax payments and an increase to net income after taking into consideration certain non-cash transactions in comparison to Q3 2017.

GAAP earnings per diluted share(2) decreased 7.6% to $0.61 in Q3 2018 compared to $0.66 for Q3 2017.

Adjusted non-GAAP earnings per diluted share(2)(3) for the quarter increased 14.2% to $1.53 compared to $1.34 for Q3 2017.

GAAP net income decreased by 5.2% to $30.7 million compared to $32.4 million for Q3 2017.

Quarterly Adjusted EBITDA(4) increased 7.0% to $119.1 million compared to $111.3 million for Q3 2017. The impact of a change in accounting principle associated with revenue recognition (ASC 606) resulted in a decrease of approximately $2.9 million for both the quarterly revenues and quarterly Adjusted EBITDA for Q3 2018. Without this impact, Q3 2018 revenues would have been $295.6 million and Adjusted EBITDA would have been $122.0 million.

j2 ended the quarter with approximately $386 million in cash and investments after deploying approximately $113 million during the quarter for acquisitions and j2's regular quarterly dividend.
 
 
 

 

Key financial results for Q3 2018 versus Q3 2017 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 2018
Q3 2017
% Change
Revenues
     
Cloud Services
$150.1 million
$145.8 million
3.0%
Digital Media
$142.6 million
$127.8 million
11.6%
Total Revenue:
$292.7 million
$273.6 million
7.0%
Operating Income
$57.1 million
$63.0 million
(9.4)%
Net Cash Provided by Operating Activities
$89.8 million
$67.3 million
33.4%
Free Cash Flow (1)
$73.5 million
$56.8 million
29.3%
GAAP Earnings per Diluted Share (2)
$0.61
$0.66
(7.6)%
Adjusted Non-GAAP Earnings per Diluted Share (2) (3)
$1.53
$1.34
14.2%
GAAP Net Income
$30.7 million
$32.4 million
(5.2)%
Adjusted Non-GAAP Net Income
$75.1 million
$65.2 million
15.2%
Adjusted EBITDA (4)
$119.1 million
$111.3 million
7.0%
Adjusted EBITDA Margin (4)
40.7%
40.7%
—%
 

j2 has commenced a review of the timing and recognition of certain revenues reported by one of its foreign subsidiaries. While the review is on-going, j2 currently believes that the amount of revenue involved is up to $2.4 million, and accordingly, j2 has not recognized such revenue in Q3 2018. j2 has informed its Audit Committee and its auditors and is working diligently to resolve this matter.

BUSINESS OUTLOOK

For fiscal 2018, the Company reaffirms its estimates that it will achieve revenues between $1.20 billion and $1.25 billion and Adjusted EBITDA between $480 million and $505 million. In addition, the Company is reaffirming its previously revised estimates that it will achieve Adjusted non-GAAP earnings per diluted share to between $6.16 and $6.46.

Adjusted non-GAAP earnings per diluted share for 2018 excludes share-based compensation of between $26 million to $29 million, amortization of acquired intangibles and the impact of any currently unanticipated items, in each case net of tax.

It is anticipated that the Non-GAAP effective tax rate for 2018 (exclusive of the release of reserves for uncertain tax positions) will be between 20% and 22%.

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 $0.4350 per common share, a $0.01, or 2.4% increase versus last quarter's dividend. This is j2's twenty-ninth consecutive quarterly dividend increase since its first quarterly dividend in September 2011. The dividend will be paid on December 5, 2018 to all shareholders of record as of the close of business on November 19, 2018. 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 contingent consideration. 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 22.9% for Q3 2018 and 22.1% for Q3 2017. The estimated Adjusted non-GAAP effective tax rates were approximately 20.8% for Q3 2018 and 27.3% for Q3 2017.
(3)
 
Adjusted non-GAAP earnings per diluted share excludes certain non-GAAP items, as defined in the Reconciliation of GAAP to Adjusted non-GAAP Financial Measures, for the three months ended September 30, 2018 and 2017 totaled $0.91 and $0.68 per diluted share, respectively.
(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, as defined in the Reconciliation of GAAP to Adjusted non-GAAP Financial Measures. 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) is a leading internet information and services company consisting of a portfolio of brands including IGN, Mashable, Humble Bundle, Speedtest, PCMag, Offers.com, Everyday Health and What To Expect in its Digital Media segment and eFax, eVoice, Campaigner, Vipre, KeepItSafe and Livedrive in its Cloud Services segment. j2 reaches over 180 million people per month across its brands. As of December 31, 2017, j2 had achieved 22 consecutive fiscal years of revenue growth. For more information about j2, please visit www.j2global.com.
 
Contact:
 
Scott Turicchi
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, including those contained in Vivek Shah's quote and the "Business Outlook" portion regarding the Company's expected fiscal 2018 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 2017 Annual Report on Form 10-K filed by j2 Global on March 1, 2018, 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, including those contained in Vivek Shah's quote and in the "Business Outlook" portion regarding the Company's expected fiscal 2018 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, 2018
   
December 31, 2017
 
ASSETS
           
Cash and cash equivalents
 
$
303,524
   
$
350,945
 
Accounts receivable, net of allowances of $9,803 and $8,701, respectively
   
176,758
     
234,195
 
Prepaid expenses and other current assets
   
33,864
     
35,287
 
Total current assets
   
514,146
     
620,427
 
Long-term investments
   
82,517
     
57,722
 
Property and equipment, net
   
98,016
     
79,773
 
Goodwill
   
1,314,301
     
1,196,611
 
Other purchased intangibles, net
   
496,982
     
485,751
 
Other assets
   
11,201
     
12,809
 
TOTAL ASSETS
 
$
2,517,163
   
$
2,453,093
 
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Accounts payable and accrued expenses
 
$
158,919
   
$
169,837
 
Income taxes payable, current
   
8,186
     
 
Deferred revenue, current
   
126,931
     
95,255
 
Other current liabilities
   
415
     
10
 
Total current liabilities
   
294,451
     
265,102
 
Long-term debt
   
1,010,566
     
1,001,944
 
Deferred revenue, noncurrent
   
5,546
     
47
 
Income taxes payable, noncurrent
   
39,974
     
43,781
 
Liability for uncertain tax positions
   
55,694
     
52,216
 
Deferred income taxes, noncurrent
   
34,724
     
38,264
 
Other long-term liabilities
   
31,386
     
31,434
 
TOTAL LIABILITIES
   
1,472,341
     
1,432,788
 
                 
Commitments and contingencies
   
     
 
Preferred stock
   
     
 
Common stock
   
480
     
479
 
Additional paid-in capital
   
345,670
     
325,854
 
Retained earnings
   
740,433
     
723,062
 
Accumulated other comprehensive loss
   
(41,761
)
   
(29,090
)
TOTAL STOCKHOLDERS' EQUITY
   
1,044,822
     
1,020,305
 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
2,517,163
   
$
2,453,093
 
 
 
 
 
 
 

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,
 
   
2018
   
2017
   
2018
   
2017
 
Total revenues
 
$
292,724
   
$
273,616
   
$
861,236
   
$
801,458
 
                                 
Cost of revenues (1)
   
49,217
     
42,371
     
145,112
     
126,339
 
Gross profit
   
243,507
     
231,245
     
716,124
     
675,119
 
                                 
Operating expenses:
                               
Sales and marketing (1)
   
80,708
     
79,432
     
250,190
     
237,772
 
Research, development and engineering (1)
   
11,950
     
12,431
     
35,412
     
35,737
 
General and administrative (1)
   
93,792
     
76,425
     
272,926
     
232,118
 
Total operating expenses
   
186,450
     
168,288
     
558,528
     
505,627
 
Income from operations
   
57,057
     
62,957
     
157,596
     
169,492
 
Interest expense, net
   
15,175
     
25,326
     
46,428
     
51,406
 
Other expense (income), net
   
1,239
     
(3,890
)
   
6,150
     
660
 
Income before income taxes and net loss in earnings of equity method investment
   
40,643
     
41,521
     
105,018
     
117,426
 
Income tax expense
   
9,310
     
9,163
     
23,365
     
27,872
 
Net loss in earnings of equity method investment
   
610
     
     
3,581
     
 
Net income
 
$
30,723
   
$
32,358
   
$
78,072
   
$
89,554
 
                                 
Basic net income per common share:
                               
Net income attributable to j2 Global, Inc. common shareholders
 
$
0.63
   
$
0.67
   
$
1.61
   
$
1.86
 
                                 
Diluted net income per common share:
                               
Net income attributable to j2 Global, Inc. common shareholders
 
$
0.61
   
$
0.66
   
$
1.57
   
$
1.81
 
                                 
Basic weighted average shares outstanding
   
48,009,953
     
47,609,819
     
47,945,264
     
47,540,593
 
Diluted weighted average shares outstanding
   
49,279,217
     
48,521,082
     
49,068,653
     
48,745,680
 
                                 
(1) Includes share-based compensation expense as follows:
                               
Cost of revenues
 
$
128
   
$
120
   
$
378
   
$
357
 
Sales and marketing
   
548
     
365
     
1,380
     
1,265
 
Research, development and engineering
   
399
     
296
     
1,187
     
815
 
General and administrative
   
6,831
     
3,782
     
18,448
     
11,303
 
Total
 
$
7,906
   
$
4,563
   
$
21,393
   
$
13,740
 
 



j2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED, IN THOUSANDS)
 
 
   
Nine Months Ended
September 30,
 
   
2018
   
2017
 
Cash flows from operating activities:
           
Net income
 
$
78,072
   
$
89,554
 
Adjustments to reconcile net earnings to net cash provided by operating activities:
               
Depreciation and amortization
   
132,850
     
118,597
 
Amortization of financing costs and discounts
   
8,692
     
9,094
 
Share-based compensation
   
21,393
     
13,740
 
Provision for doubtful accounts
   
13,992
     
9,099
 
Deferred income taxes, net
   
559
     
3,859
 
Loss on extinguishment of debt and related interest expense
   
     
7,962
 
Gain on sale of businesses
   
     
(4,715
)
Changes in fair value of contingent consideration
   
14,400
     
(600
)
Loss on equity investments
   
8,421
     
 
Decrease (increase) in:
               
Accounts receivable
   
49,937
     
4,711
 
Prepaid expenses and other current assets
   
(3,771
)
   
(264
)
Other assets
   
1,714
     
134
 
Increase (decrease) in:
               
Accounts payable and accrued expenses
   
(36,508
)
   
(48,724
)
Income taxes payable
   
(4,304
)
   
(26,359
)
Deferred revenue
   
7,042
     
(75
)
Liability for uncertain tax positions
   
3,678
     
1,554
 
Other long-term liabilities
   
(51
)
   
1,429
 
Net cash provided by operating activities
   
296,116
     
178,996
 
Cash flows from investing activities:
               
Purchases of equity method investment
   
(34,558
)
   
 
Purchases of available-for-sale investments
   
(500
)
   
(5
)
Purchases of property and equipment
   
(44,928
)
   
(29,483
)
Acquisition of businesses, net of cash received
   
(193,567
)
   
(47,268
)
Proceeds from sale of businesses, net of cash divested
   
     
33,508
 
Purchases of intangible assets
   
(183
)
   
(1,320
)
Net cash used in investing activities
   
(273,736
)
   
(44,568
)
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
)
Repurchase and retirement of common stock
   
(4,167
)
   
(7,862
)
Issuance of stock, net of costs
   
1,554
     
1,302
 
Dividends paid
   
(60,654
)
   
(54,346
)
Deferred payments for acquisitions
   
(3,558
)
   
(5,062
)
Other
   
(330
)
   
(45
)
Net cash (used in) provided by financing activities
   
(67,155
)
   
135,566
 
Effect of exchange rate changes on cash and cash equivalents
   
(2,646
)
   
8,600
 
Net change in cash and cash equivalents
   
(47,421
)
   
278,594
 
Cash and cash equivalents at beginning of period
   
350,945
     
123,950
 
Cash and cash equivalents at end of period
 
$
303,524
   
$
402,544
 
 

 

j2 GLOBAL, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
(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 change in value on investment; (6) elimination of additional tax or indirect tax related expense/benefit from prior years; (7) elimination of gain on sale of businesses; and (8) elimination of dilutive effect of the convertible debt.
 
   
Three Months Ended September 30,
 
   
2018
   
Per Diluted Share *
   
2017
   
Per Diluted Share *
 
Net income
 
$
30,723
   
$
0.61
   
$
32,358
   
$
0.66
 
Plus:
                               
Share based compensation (1)
   
5,970
     
0.12
     
3,488
     
0.07
 
Acquisition related integration costs (2)
   
5,959
     
0.12
     
1,573
     
0.03
 
Interest costs (3)
   
1,561
     
0.03
     
8,603
     
0.18
 
Amortization (4)
   
30,005
     
0.62
     
22,526
     
0.47
 
Investments (5)
   
588
     
0.01
     
     
 
Tax expense (benefit) from prior years (6)
   
337
     
0.01
     
(184
)
   
(0.00
)
Sale of businesses (7)
   
     
     
(3,154
)
   
(0.07
)
Convertible debt dilution (8)
   
     
0.01
     
     
0.01
 
Adjusted non-GAAP net income
 
$
75,143
   
$
1.53
   
$
65,210
   
$
1.34
 
 
* The reconciliation of net income per share from GAAP to Adjusted non-GAAP may not foot since each is calculated independently.
 
 
   
Nine Months Ended September 30,
 
   
2018
   
Per Diluted Share *
   
2017
   
Per Diluted Share *
 
Net income
 
$
78,072
   
$
1.57
   
$
89,554
   
$
1.81
 
Plus:
                               
Share based compensation (1)
   
15,256
     
0.32
     
9,241
     
0.19
 
Acquisition related integration costs (2)
   
19,139
     
0.40
     
12,464
     
0.26
 
Interest costs (3)
   
4,164
     
0.09
     
11,898
     
0.25
 
Amortization (4)
   
85,676
     
1.78
     
65,891
     
1.38
 
Investments (5)
   
5,965
     
0.12
     
     
 
Tax expense from prior years (6)
   
337
     
0.01
     
1,875
     
0.04
 
Sale of businesses (7)
   
     
     
(3,154
)
   
(0.07
)
Convertible debt dilution (8)
   
     
0.03
     
     
0.04
 
Adjusted non-GAAP net income
 
$
208,609
   
$
4.24
   
$
187,769
   
$
3.85
 
 
* 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, 2018 AND 2017
(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 change in value on investment; (6) elimination of additional tax or indirect tax related expense/benefit from prior years; (7) elimination of gain on sale of businesses; and (8) elimination of dilutive effect of the convertible debt.
 
   
Three Months Ended September 30,
 
   
2018
   
2017
 
Cost of revenues
 
$
49,217
   
$
42,371
 
Plus:
               
Share based compensation (1)
   
(128
)
   
(120
)
Acquisition related integration costs (2)
   
(304
)
   
 
Amortization (4)
   
(546
)
   
(590
)
Adjusted non-GAAP cost of revenues
 
$
48,239
   
$
41,661
 
                 
Sales and marketing
 
$
80,708
   
$
79,432
 
Plus:
               
Share based compensation (1)
   
(548
)
   
(365
)
Acquisition related integration costs (2)
   
(1,001
)
   
(1,212
)
Adjusted non-GAAP sales and marketing
 
$
79,159
   
$
77,855
 
                 
Research, development and engineering
 
$
11,950
   
$
12,431
 
Plus:
               
Share based compensation (1)
   
(399
)
   
(296
)
Acquisition related integration costs (2)
   
(10
)
   
(1,026
)
Adjusted non-GAAP research, development and engineering
 
$
11,541
   
$
11,109
 
                 
General and administrative
 
$
93,792
   
$
76,425
 
Plus:
               
Share based compensation (1)
   
(6,831
)
   
(3,782
)
Acquisition related integration costs (2)
   
(6,037
)
   
(2,219
)
Amortization (4)
   
(35,795
)
   
(31,160
)
Tax expense from prior years (6)
   
(378
)
   
 
Adjusted non-GAAP general and administrative
 
$
44,751
   
$
39,264
 
                 
Interest expense, net
 
$
15,175
   
$
25,326
 
Plus:
               
Acquisition related integration costs (2)
   
(23
)
   
 
Interest costs (3)
   
(2,179
)
   
(11,755
)
Tax expense from prior years (6)
   
(57
)
   
 
Adjusted non-GAAP interest expense, net
 
$
12,916
   
$
13,571
 
                 
Other expense (income), net
 
$
1,239
   
$
(3,890
)
Plus:
               
Acquisition related integration costs (2)
   
     
(304
)
Sale of businesses (7)
   
     
4,715
 
Adjusted non-GAAP other expense (income), net
 
$
1,239
   
$
521
 
                 
                 
 
 
 
 
 

Continued from previous page
 
 
 
               
                 
Income tax provision
 
$
9,310
   
$
9,163
 
Plus:
               
Share based compensation (1)
   
1,936
     
1,075
 
Acquisition related integration costs (2)
   
1,416
     
3,188
 
Interest costs (3)
   
618
     
3,152
 
Amortization (4)
   
6,336
     
9,224
 
Investments (5)
   
22
     
 
Tax expense from prior years (6)
   
98
     
184
 
Sale of businesses (7)
   
     
(1,561
)
Adjusted non-GAAP income tax provision
 
$
19,736
   
$
24,425
 
                 
Net loss in earnings of equity method investment
 
$
610
   
$
 
Plus:
               
Investments (5)
   
(610
)
   
 
Adjusted non-GAAP net loss in earnings of equity method investment
 
$
   
$
 
                 
Total adjustments
 
$
(44,420
)
 
$
(32,852
)
                 
GAAP earnings per diluted share
 
$
0.61
   
$
0.66
 
Adjustments *
 
$
0.91
   
$
0.68
 
Adjusted non-GAAP earnings per diluted share
 
$
1.53
   
$
1.34
 

* 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, 2018 AND 2017
(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 change in value on investment; (6) elimination of additional tax or indirect tax related expense/benefit from prior years; (7) elimination of gain on sale of businesses; and (8) elimination of dilutive effect of the convertible debt.
 
   
Nine Months Ended September 30,
 
   
2018
   
2017
 
Cost of revenues
 
$
145,112
   
$
126,339
 
Plus:
               
Share based compensation (1)
   
(378
)
   
(357
)
Acquisition related integration costs (2)
   
(347
)
   
(195
)
Amortization (4)
   
(1,686
)
   
(2,348
)
Adjusted non-GAAP cost of revenues
 
$
142,701
   
$
123,439
 
                 
Sales and marketing
 
$
250,190
   
$
237,772
 
Plus:
               
Share based compensation (1)
   
(1,380
)
   
(1,265
)
Acquisition related integration costs (2)
   
(1,925
)
   
(3,684
)
Adjusted non-GAAP sales and marketing
 
$
246,885
   
$
232,823
 
                 
Research, development and engineering
 
$
35,412
   
$
35,737
 
Plus:
               
Share based compensation (1)
   
(1,187
)
   
(815
)
Acquisition related integration costs (2)
   
(285
)
   
(1,850
)
Adjusted non-GAAP research, development and engineering
 
$
33,940
   
$
33,072
 
                 
General and administrative
 
$
272,926
   
$
232,118
 
Plus:
               
Share based compensation (1)
   
(18,448
)
   
(11,303
)
Acquisition related integration costs (2)
   
(20,461
)
   
(10,507
)
Amortization (4)
   
(102,664
)
   
(94,095
)
Tax expense from prior years (6)
   
(378
)
   
(3,007
)
Adjusted non-GAAP general and administrative
 
$
130,975
   
$
113,206
 
                 
Interest expense, net
 
$
46,428
   
$
51,406
 
Plus:
               
Acquisition related integration costs (2)
   
(68
)
   
 
Interest costs (3)
   
(6,443
)
   
(16,644
)
Tax expense from prior years (6)
   
(57
)
   
 
Adjusted non-GAAP interest expense, net
 
$
39,860
   
$
34,762
 
                 
Other expense, net
 
$
6,150
   
$
660
 
Plus:
               
Acquisition related integration costs (2)
   
     
(2,938
)
Investments (5)
   
(2,900
)
   
 
Sale of businesses (7)
   
     
4,715
 
Adjusted non-GAAP other expense, net
 
$
3,250
   
$
2,437
 
                 
 
 
 
 
 
 
 

Continued from previous page
 
 
 
               
                 
Income tax provision
 
$
23,365
   
$
27,872
 
Plus:
               
Share based compensation (1)
   
6,137
     
4,499
 
Acquisition related integration costs (2)
   
3,947
     
6,710
 
Interest costs (3)
   
2,279
     
4,746
 
Amortization (4)
   
18,674
     
30,552
 
Investments (5)
   
516
     
 
Tax expense from prior years (6)
   
98
     
1,132
 
Sale of businesses (7)
   
     
(1,561
)
Adjusted non-GAAP income tax provision
 
$
55,016
   
$
73,950
 
                 
Net loss in earnings of equity method investment
 
$
3,581
   
$
 
Plus:
               
Investments (5)
   
(3,581
)
   
 
Adjusted non-GAAP net loss in earnings of equity method investment
 
$
   
$
 
                 
Total adjustments
 
$
(130,537
)
 
$
(98,215
)
                 
GAAP earnings per diluted share
 
$
1.57
   
$
1.81
 
Adjustments *
 
$
2.67
   
$
2.04
 
Adjusted non-GAAP earnings per diluted share
 
$
4.24
   
$
3.85
 

* 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 adjustments to contingent consideration, 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) Change in Value on Investments. The Company excludes the change in value on its equity investments. 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) 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.

(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 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, 2018 AND 2017
(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,
 
   
2018
   
2017
   
2018
   
2017
 
Net income
 
$
30,723
   
$
32,358
   
$
78,072
   
$
89,554
 
Plus:
                               
Interest expense, net
   
15,175
     
25,326
     
46,428
     
51,406
 
Other expense, net
   
1,239
     
521
     
6,150
     
2,438
 
Income tax expense
   
9,310
     
9,163
     
23,365
     
27,872
 
Depreciation and amortization
   
46,375
     
39,372
     
132,850
     
118,597
 
Reconciliation of GAAP to Adjusted non-GAAP financial measures:
                               
Share-based compensation and the associated payroll tax expense
   
7,906
     
4,563
     
21,393
     
13,740
 
Acquisition-related integration costs
   
7,352
     
4,761
     
23,018
     
19,174
 
Investments
   
610
     
     
3,581
     
 
Additional indirect tax expense from prior years
   
378
     
     
378
     
3,007
 
Sale of businesses
   
     
(4,715
)
   
     
(4,715
)
                                 
Adjusted EBITDA
 
$
119,068
   
$
111,349
   
$
335,235
   
$
321,073
 
 

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) change in value on investments, (4) additional indirect tax expense from prior years and (5) 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
 
2018
                                     
Net cash provided by operating activities
 
$
103,910
   
$
102,383
   
$
89,823
   
$
   
$
296,116
 
Less: Purchases of property and equipment
   
(13,165
)
   
(15,393
)
   
(16,370
)
   
     
(44,928
)
Free cash flows
 
$
90,745
   
$
86,990
   
$
73,453
   
$
   
$
251,188
 
                                         
                                         
                                         
 
     
Q1
     
Q2
     
Q3
     
Q4
   
YTD
 
2017
                                     
Net cash provided by operating activities
 
$
51,191
   
$
60,464
   
$
67,341
   
$
85,424
   
$
264,420
 
Less: Purchases of property and equipment
   
(9,660
)
   
(9,285
)
   
(10,538
)
   
(10,112
)
   
(39,595
)
Add: Contingent consideration*
   
20,000
     
19,950
     
     
     
39,950
 
Free cash flows
 
$
61,531
   
$
71,129
   
$
56,803
   
$
75,312
   
$
264,775
 
                                         
 
* 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.

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, 2018
(UNAUDITED, IN THOUSANDS)

 
   
Cloud
   
Digital
             
   
Services
   
Media
   
Corporate
   
Total
 
Revenues
                       
GAAP revenues
 
$
150,094
   
$
142,628
   
$
2
   
$
292,724
 
                                 
Gross profit
                               
GAAP gross profit
 
$
118,326
   
$
125,179
   
$
2
   
$
243,507
 
Non-GAAP adjustments:
                               
Share-based compensation
   
126
     
2
     
     
128
 
Acquisition related integration costs
   
267
     
37
     
     
304
 
Amortization
   
546
     
     
     
546
 
Adjusted non-GAAP gross profit
 
$
119,265
   
$
125,218
   
$
2
   
$
244,485
 
                                 
Operating profit
                               
GAAP operating profit
 
$
57,117
   
$
6,994
   
$
(7,054
)
 
$
57,057
 
Non-GAAP adjustments:
                               
Share-based compensation
   
1,561
     
2,018
     
4,327
     
7,906
 
Acquisition related integration costs
   
851
     
6,501
     
     
7,352
 
Amortization
   
12,636
     
22,956
     
749
     
36,341
 
Additional indirect tax expense from prior years
   
378
     
     
     
378
 
Adjusted non-GAAP operating profit
 
$
72,543
   
$
38,469
   
$
(1,978
)
 
$
109,034
 
                                 
Depreciation
   
2,410
     
7,624
     
     
10,034
 
Adjusted EBITDA
 
$
74,953
   
$
46,093
   
$
(1,978
)
 
$
119,068
 
                                 
 
NOTE 1: Table above excludes certain intercompany allocations
NOTE 2: The table above is impacted by several effects including (a) the Company determined certain patent assets and related income and expenses associated with Advanced Messaging Technologies, Inc. were reclassified from the Cloud Services segment to Corporate which resulted in an increase in non-GAAP operating profit of $0.3 million to the Cloud Service segment with a corresponding decrease to the Corporate entity; and (b) certain expenses associated with Corporate were allocated to the Cloud Services and Digital Media segment as these costs are shared costs incurred by the Corporate entity. As a result, expenses were allocated from Corporate to Cloud Services and Digital Media segment in the amount of $1.5 million and $1.5 million, respectively.
 
The effects noted above reduce Adjusted EBITDA for the Cloud Services and Digital Media segment by $1.2 million and $1.5 million, respectively.
 
 
 
 
 

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

 
   
Cloud
   
Digital
             
   
Services
   
Media
   
Corporate
   
Total
 
Revenues
                       
GAAP revenues
 
$
145,787
   
$
127,829
   
$
   
$
273,616
 
                                 
Gross profit
                               
GAAP gross profit
 
$
115,681
   
$
115,564
   
$
   
$
231,245
 
Non-GAAP adjustments:
                               
Share-based compensation
   
120
     
     
     
120
 
Amortization
   
590
     
     
     
590
 
Adjusted non-GAAP gross profit
 
$
116,391
   
$
115,564
   
$
   
$
231,955
 
                                 
Operating profit
                               
GAAP operating profit
 
$
56,160
   
$
12,330
   
$
(5,533
)
 
$
62,957
 
Non-GAAP adjustments:
                               
Share-based compensation
   
1,622
     
1,158
     
1,783
     
4,563
 
Acquisition related integration costs
   
109
     
4,348
     
     
4,457
 
Amortization
   
14,912
     
16,838
     
     
31,750
 
Adjusted non-GAAP operating profit
 
$
72,803
   
$
34,674
   
$
(3,750
)
 
$
103,727
 
                                 
Depreciation
   
2,233
     
5,389
     
     
7,622
 
Adjusted EBITDA
 
$
75,036
   
$
40,063
   
$
(3,750
)
 
$
111,349
 
 
 
                               
NOTE: Table above excludes certain intercompany allocations