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Section 1: 8-K (FORM 8K DATED FEBRUARY 12, 2019)


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K
CURRENT REPORT
 


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)    February 12, 2019
 
 
  
j2 Global, Inc.
(Exact name of registrant as specified in its charter)
 

Delaware
(State or other jurisdiction of
incorporation or organization)
 
0-25965
(Commission
File Number)
 
47-1053457
(IRS Employer
Identification No.)

 
6922 Hollywood Blvd.
Suite 500
Los Angeles, California 90028
(Address of principal executive offices)
 

(323) 860-9200
(Registrant's telephone number, including area code)
 
 
 (Former name or former address, if changed since last report)
 
 
 
  
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐        

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 


 
 
Item 2.02.   Results of Operations and Financial Condition

On February 12, 2019, j2 Global, Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the fourth quarter and year ended December 31, 2018, and financial guidance for fiscal year 2019.

The Company also announced that it has declared a quarterly cash dividend of $0.4450 per common share. The dividend will be paid on March 12, 2019 to all shareholders of record as of the close of business on February 25, 2019. Future dividends will be subject to approval by the Company's Board of Directors. The Company also announced that it has extended its five million share repurchase program set to expire February 20, 2019 by an additional year. Approximately 1.3 million shares remain available for purchase under the program.

A copy of the Press Release is furnished as Exhibit 99.1 to this Form 8-K.
 
 
Item 7.01.  Regulation FD Disclosure

On February 13, 2019, at 8:30 a.m. Eastern Time, the Company will host its fourth quarter and year-end 2018 earnings conference call and Webcast. Via the Webcast, the Company will present portions of its February 2019 Investor Presentation, which contains a summary of the Company's financial results for the fiscal quarter and fiscal year ended December 31, 2018, financial estimates for fiscal year 2019, and certain other financial and operating information regarding the Company. A copy of this presentation is furnished as Exhibit 99.2 to this Form 8-K.

NOTE: The information in this Item 7.01 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
 
Item 9.01.  Financial Statements and Exhibits
 
(d) Exhibits

Exhibit
Number
   
 
Description
     
99.1
 
Press Release dated February 12, 2019.
     
99.2  
February 2019 Investor Presentation.


This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.  Such forward-looking statements are subject to numerous assumptions, risks and uncertainties that could cause actual results to differ materially from those described in such statements.  Such forward-looking statements are based on management's expectations or beliefs as of February 12, 2019.  Factors that might cause such differences include, but are not limited to, a variety of economic, competitive, and regulatory factors, many of which are beyond the Company's control and are described in the Company's Annual Report on Form 10-K filed by the Company on March 1, 2018 with the Securities and Exchange Commission (the "SEC") and the other reports the Company files from time to time with the SEC.  The Company undertakes no obligation to revise or publicly release any updates to such statements based on future information or actual results.
 
 

 
 
INDEX TO EXHIBITS

 
Exhibit
Number
   
 
Description
     
 
     
99.2
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  
 
    
j2 Global, Inc.
(Registrant)
 
   
 
 
Date:     February 13, 2019
By:
/s/ Jeremy Rossen
 
 
Jeremy Rossen
Vice President and General Counsel


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Back To Top)

Section 2: EX-99.1 (PRESS RELEASE DATED FEBRUARY 12, 2019)

EXHIBIT 99.1
 
j2 Global Reports Fourth Quarter and Year
End 2018 Results and Provides 2019 Outlook

Achieves Record Revenues
Provides Fiscal 2019 Financial Estimates
Announces Thirtieth Consecutive Quarterly Dividend Increase
 
LOS ANGELES -- j2 Global, Inc. (NASDAQ: JCOM) today reported financial results for the fourth quarter and year ended December 31, 2018, provided fiscal 2019 financial estimates and announced that its Board of Directors has declared an increased quarterly cash dividend of $0.4450 per share.

"We accomplished a great deal in 2018 including significant leadership additions across the company; the addition of great businesses to our portfolio including Vipre, Line2, Prime, and Ekahau; and another record year in revenues, full year Adjusted  non-GAAP EPS and free cash flows," said Vivek Shah, CEO of j2 Global. "We continue to be excited by our growing portfolio of internet information and services brands and are pleased to report our first open-market share buyback since 2012."

FOURTH QUARTER 2018 RESULTS

Q4 2018 quarterly revenues increased 9.4% to a Q4 record of $346.1 million compared to $316.4 million for Q4 2017.

Net cash provided by operating activities increased 25.5% to $107.2 million compared to $85.4 million for Q4 2017. Q4 2018 free cash flow(1) increased 27.2% to $95.8 million compared to $75.3 million for Q4 2017.

GAAP earnings per diluted share(2) increased 1.0% to $1.03 in Q4 2018 compared to $1.02 for Q4 2017.

Adjusted non-GAAP earnings per diluted share(2)(3) for the quarter increased 17.9% to $2.11 compared to $1.79 for Q4 2017.

GAAP net income increased 1.4% to $50.6 million in Q4 2018 compared to $49.9 million for Q4 2017.

Quarterly Adjusted EBITDA(4) increased 8.7% to $154.3 million in the quarter compared to $141.9 million for Q4 2017.

j2 ended the quarter with approximately $293.3 million in cash and investments after deploying approximately $184 million during the quarter for acquisitions, j2's regular quarterly dividend, and share buyback.

Key financial results for Q4 2018 versus Q4 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.

 
Q4 2018
Q4 2017
% Change
Revenues
     
Cloud Services
$148.1 million
$146.9 million
0.8%
Digital Media
$198.0 million
$169.5 million
16.8%
Total Revenue:
$346.1 million
$316.4 million
9.4%
Operating Income
$86.7 million
$76.2 million
13.8%
Net Cash Provided by Operating Activities
$107.2 million
$85.4 million
25.5%
Free Cash Flow (1)
$95.8 million
$75.3 million
27.2%
GAAP Earnings per Diluted Share (2)
$1.03
$1.02
1.0%
Adjusted Non-GAAP Earnings per Diluted Share (2) (3)
$2.11
$1.79
17.9%
GAAP Net Income
$50.6 million
$49.9 million
1.4%
Adjusted Non-GAAP Net Income
$103.7 million
$87.3 million
18.8%
Adjusted EBITDA (4)
$154.3 million
$141.9 million
8.7%
Adjusted EBITDA Margin (4)
44.6%
44.8%
(0.2)%
 

 

FULL YEAR 2018 RESULTS

2018 revenues increased 8.0% to a record of $1,207.3 million in 2018 compared to $1,117.8 million for 2017.

Net cash provided by operating activities increased 51.8% to $401.3 million in 2018 compared to $264.4 million for 2017. 2018 free cash flow(1) increased 30.2% to $344.9 million compared to $264.8 million for 2017.

GAAP earnings per diluted share(5) decreased 8.5% to $2.59 in 2018 compared to $2.83 for 2017. The decrease over the prior comparable period is primarily attributed to the decrease in income associated with the 2017 sale of Cambridge BioMarketing Group LLC and Tea Leaves, increased depreciation and amortization expense associated with acquisitions such as Humble Bundle, Ekahau and Vipre; partially offset by a decrease in income tax expense.

Adjusted non-GAAP earnings per diluted share(5)(6) for the year increased 12.6% to $6.35 compared to $5.64 for 2017.

GAAP net income decreased by 7.7% to $128.7 million in 2018 compared to $139.4 million for 2017. The decrease over the prior comparable period is primarily attributed to the decrease in income associated with the 2017 sale of Cambridge BioMarketing Group LLC and Tea Leaves, increased depreciation and amortization expense associated with acquisitions such as Humble Bundle, Ekahau and Vipre; partially offset by a decrease in income tax expense.

Annual Adjusted EBITDA(4) increased 5.7% to $489.5 million in 2018 compared to $463.0 million for 2017.

The impact of a change in accounting principle associated with revenue recognition (ASC 606) resulted in a decrease of approximately $7.1 million for both the revenues and Adjusted EBITDA for the year. Without this impact, 2018 revenues would have been $1,214.4 million and Adjusted EBITDA would have been $496.6 million.

j2 ended the year with approximately $293.3 million in cash and investments after deploying approximately $440 million during the year for acquisitions, j2's regular quarterly dividends, and share buyback.

Key financial results for 2018 versus 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.

 
2018
2017
% Change
Revenues
     
Cloud Services
$598.0 million
$578.9 million
3.3%
Digital Media
$609.3 million
$538.9 million
13.1%
Total Revenue:
$1,207.3 million
$1,117.8 million
8.0%
Operating Income
$244.3 million
$245.7 million
(0.6)%
Net Cash Provided by Operating Activities
$401.3 million
$264.4 million
51.8%
Free Cash Flow (1)
$344.9 million
$264.8 million
30.2%
GAAP Earnings per Diluted Share (5)
$2.59
$2.83
(8.5)%
Adjusted Non-GAAP Earnings per Diluted Share (5) (6)
$6.35
$5.64
12.6%
GAAP Net Income
$128.7 million
$139.4 million
(7.7)%
Adjusted Non-GAAP Net Income
$312.3 million
$275.1 million
13.5%
Adjusted EBITDA (4)
$489.5 million
$463.0 million
5.7%
Adjusted EBITDA Margin (4)
40.5%
41.4%
(0.9)%
 

 


BUSINESS OUTLOOK

For fiscal 2019, the Company estimates that it will achieve revenues between $1.29 billion and $1.33 billion, Adjusted EBITDA between $520 million and $540 million and Adjusted non-GAAP earnings per diluted share of between $6.65 and $6.95.

Adjusted non-GAAP earnings per diluted share for 2019 excludes share-based compensation of between $23 million and $27 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 2019 (exclusive of the release of reserves for uncertain tax positions) will be between 20.5% and 22.5%.

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 $0.4450 per common share, a $0.01, or 2.3% increase versus last quarter's dividend. This is j2's thirtieth consecutive quarterly dividend increase since its first quarterly dividend in September 2011. The dividend will be paid on March 12, 2019 to all shareholders of record as of the close of business on February 25, 2019. Future dividends will be subject to Board approval.

EXTENSION OF SHARE REPURCHASE PROGRAM

The Company has extended its one-year five million share repurchase program set to expire February 19, 2019 by an additional year. Approximately 1.3 million shares remain available for purchase under the program.

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 29.5% for Q4 2018 and 39.6% for Q4 2017. The estimated Adjusted non-GAAP effective tax rates were approximately 21.3% for Q4 2018 and 27.1% for Q4 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 December 31, 2018 and 2017 totaled $1.08 and $0.77 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.
(5)
 
The estimated GAAP effective tax rates were approximately 25.2% for 2018 and 30.3% for 2017. The estimated Adjusted non-GAAP effective tax rates were approximately 21.0% for 2018 and 27.9% for 2017.
(6)
 
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 twelve months ended December 31, 2018 and 2017 totaled $3.76 and $2.81 per diluted share, respectively.
 
 
 
 
 
 
 

 


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 business and eFax, eVoice, Campaigner, Vipre, KeepItSafe and Livedrive in its Cloud Services business. j2 reaches over 180 million people per month across its brands. As of December 31, 2018, j2 had achieved 23 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 2019 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 2019 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)
 
   
December 31,
2018
   
December 31,
2017
 
ASSETS
           
Cash and cash equivalents
 
$
209,474
   
$
350,945
 
Accounts receivable, net of allowances of $10,422 and $8,701, respectively
   
221,615
     
234,195
 
Prepaid expenses and other current assets
   
29,242
     
35,287
 
Total current assets
   
460,331
     
620,427
 
Long-term investments
   
83,828
     
57,722
 
Property and equipment, net
   
98,813
     
79,773
 
Goodwill
   
1,380,376
     
1,196,611
 
Other purchased intangibles, net
   
526,468
     
485,751
 
Other assets
   
11,014
     
12,809
 
TOTAL ASSETS
 
$
2,560,830
   
$
2,453,093
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Accounts payable and accrued expenses
 
$
166,521
   
$
169,837
 
Income taxes payable, current
   
12,915
     
 
Deferred revenue, current
   
127,568
     
95,255
 
Other current liabilities
   
318
     
10
 
Total current liabilities
   
307,322
     
265,102
 
Long-term debt
   
1,013,129
     
1,001,944
 
Deferred revenue, noncurrent
   
13,200
     
47
 
Income taxes payable, noncurrent
   
11,675
     
43,781
 
Liability for uncertain tax positions
   
59,644
     
52,216
 
Deferred income taxes, noncurrent
   
69,048
     
38,264
 
Other long-term liabilities
   
51,068
     
31,434
 
TOTAL LIABILITIES
   
1,525,086
     
1,432,788
 
Commitments and contingencies
   
     
 
Preferred stock
   
     
 
Common stock
   
481
     
479
 
Additional paid-in capital
   
354,210
     
325,854
 
Treasury stock
   
(42,543
)
   
 
Retained earnings
   
769,575
     
723,062
 
Accumulated other comprehensive loss
   
(45,979
)
   
(29,090
)
TOTAL STOCKHOLDERS' EQUITY
   
1,035,744
     
1,020,305
 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
2,560,830
   
$
2,453,093
 



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

   
Three Months Ended December 31,
   
Twelve Months Ended December 31,
 
   
2018
   
2017
   
2018
   
2017
 
Total revenues
 
$
346,059
   
$
316,380
   
$
1,207,295
   
$
1,117,838
 
                                 
Cost of revenues (1)
   
55,962
     
45,974
     
201,074
     
172,313
 
Gross profit
   
290,097
     
270,406
     
1,006,221
     
945,525
 
                                 
Operating expenses:
                               
Sales and marketing (1)
   
88,113
     
92,525
     
338,304
     
330,296
 
Research, development and engineering (1)
   
12,958
     
10,267
     
48,370
     
46,004
 
General and administrative (1)
   
102,342
     
91,398
     
375,267
     
323,517
 
Total operating expenses
   
203,413
     
194,190
     
761,941
     
699,817
 
Income from operations
   
86,684
     
76,216
     
244,280
     
245,708
 
Interest expense, net
   
15,559
     
16,372
     
61,987
     
67,777
 
Other (income) expense, net
   
(1,443
)
   
(22,696
)
   
4,706
     
(22,035
)
Income before income taxes and net loss in earnings of equity method investment
   
72,568
     
82,540
     
177,587
     
199,966
 
Income tax expense
   
21,395
     
32,669
     
44,760
     
60,541
 
Net loss in earnings of equity method investment
   
559
     
     
4,140
     
 
Net income
 
$
50,614
   
$
49,871
   
$
128,687
   
$
139,425
 
                                 
Basic net income per common share:
                               
Net income attributable to j2 Global, Inc. common shareholders
 
$
1.04
   
$
1.03
   
$
2.64
   
$
2.89
 
                                 
Diluted net income per common share:
                               
Net income attributable to j2 Global, Inc. common shareholders
 
$
1.03
   
$
1.02
   
$
2.59
   
$
2.83
 
                                 
Basic weighted average shares outstanding
   
47,967,014
     
47,721,700
     
47,950,746
     
47,586,242
 
Diluted weighted average shares outstanding
   
48,505,023
     
48,437,580
     
48,927,791
     
48,669,027
 
                                 
(1) Includes share-based compensation expense as follows:
                               
Cost of revenues
 
$
132
   
$
143
   
$
510
   
$
500
 
Sales and marketing
   
418
     
458
     
1,798
     
1,723
 
Research, development and engineering
   
366
     
367
     
1,553
     
1,182
 
General and administrative
   
5,784
     
8,029
     
24,232
     
19,332
 
Total
 
$
6,700
   
$
8,997
   
$
28,093
   
$
22,737
 
 

 

j2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
 
   
Twelve Months Ended December 31,
 
   
2018
   
2017
 
Cash flows from operating activities:
           
Net income
 
$
128,687
   
$
139,425
 
Adjustments to reconcile net earnings to net cash provided by operating activities:
               
Depreciation and amortization
   
187,174
     
162,041
 
Amortization of financing costs and discounts
   
11,385
     
11,952
 
Share-based compensation
   
28,093
     
22,737
 
Provision for doubtful accounts
   
17,338
     
13,159
 
Deferred income taxes, net
   
25,050
     
(21,432
)
Loss on extinguishment of debt and related interest expense
   
     
7,962
 
Gain on sale of businesses
   
     
(27,681
)
Changes in fair value of contingent consideration
   
18,944
     
2,300
 
Loss on equity investments
   
10,506
     
 
Decrease (increase) in:
               
Accounts receivable
   
4,034
     
(37,546
)
Prepaid expenses and other current assets
   
2,211
     
4,001
 
Other assets
   
2,391
     
(2,712
)
Increase (decrease) in:
               
Accounts payable and accrued expenses
   
(35,220
)
   
(34,116
)
Income taxes payable
   
(29,042
)
   
14,888
 
Deferred revenue
   
11,991
     
941
 
Liability for uncertain tax positions
   
7,694
     
4,936
 
Other long-term liabilities
   
10,089
     
3,564
 
Net cash provided by operating activities
   
401,325
     
264,419
 
Cash flows from investing activities:
               
Purchases of equity method investment
   
(36,635
)
   
 
Purchases of available-for-sale investments
   
(500
)
   
(4
)
Purchases of property and equipment
   
(56,379
)
   
(39,595
)
Acquisition of businesses, net of cash received
   
(312,430
)
   
(174,951
)
Proceeds from sale of businesses, net of cash divested
   
     
58,300
 
Purchases of intangible assets
   
(669
)
   
(2,240
)
Net cash used in investing activities
   
(406,613
)
   
(158,490
)
Cash flows from financing activities:
               
Issuance of long-term debt, net
   
     
636,485
 
Payment of debt
   
(2,204
)
   
(255,000
)
Proceeds from line of credit, net
   
     
44,981
 
Repayment of line of credit
   
     
(225,000
)
Repurchase of common stock
   
(47,102
)
   
(9,850
)
Issuance of common stock under employee stock purchase plan
   
2,084
     
259
 
Exercise of stock options
   
1,540
     
1,108
 
Dividends paid
   
(81,679
)
   
(73,469
)
Deferred payments for acquisitions
   
(3,558
)
   
(7,637
)
Other
   
(443
)
   
(54
)
Net cash (used in) provided by financing activities
   
(131,362
)
   
111,823
 
Effect of exchange rate changes on cash and cash equivalents
   
(4,821
)
   
9,243
 
Net change in cash and cash equivalents
   
(141,471
)
   
226,995
 
Cash and cash equivalents at beginning of year
   
350,945
     
123,950
 
Cash and cash equivalents at end of year
 
$
209,474
   
$
350,945
 



j2 GLOBAL, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES
THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2018 AND 2017
(UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND 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; (8) elimination of additional tax expense due to the Tax Cuts and Jobs Act; (9) elimination of certain restructuring costs; and (10) elimination of dilutive effect of the convertible debt.
   
Three Months Ended December 31,
 
   
2018
   
Per Diluted Share *
   
2017
   
Per Diluted Share *
 
Net income
 
$
50,614
   
$
1.03
   
$
49,871
   
$
1.02
 
Plus:
                               
Share based compensation (1)
   
5,806
     
0.12
     
8,056
     
0.17
 
Acquisition related integration costs (2)
   
6,396
     
0.13
     
8,205
     
0.17
 
Interest costs (3)
   
1,915
     
0.04
     
1,807
     
0.04
 
Amortization (4)
   
38,113
     
0.79
     
21,077
     
0.44
 
Investments (5)
   
671
     
0.01
     
     
 
Tax expense from prior years (6)
   
(2
)
   
     
2,475
     
0.05
 
Sale of businesses (7)
   
     
     
(15,685
)
   
(0.33
)
Tax Cuts and Jobs Act (8)
   
     
     
11,539
     
0.24
 
Restructuring costs (9)
   
161
     
     
     
 
Convertible debt dilution (10)
   
     
0.02
     
     
0.01
 
Adjusted non-GAAP net income
 
$
103,674
   
$
2.11
   
$
87,345
   
$
1.79
 


   
Twelve Months Ended December 31,
 
   
2018
   
Per Diluted Share *
   
2017
   
Per Diluted Share *
 
Net income
 
$
128,687
   
$
2.59
   
$
139,425
   
$
2.83
 
Plus:
                               
Share based compensation (1)
   
21,062
     
0.44
     
17,297
     
0.36
 
Acquisition related integration costs (2)
   
25,535
     
0.53
     
20,669
     
0.43
 
Interest costs (3)
   
6,079
     
0.13
     
13,704
     
0.29
 
Amortization (4)
   
123,789
     
2.57
     
86,969
     
1.82
 
Investments (5)
   
6,636
     
0.14
     
     
 
Tax expense from prior years (6)
   
335
     
0.01
     
4,349
     
0.09
 
Sale of businesses (7)
   
     
     
(18,839
)
   
(0.39
)
Tax Cuts and Jobs Act (8)
   
     
     
11,539
     
0.24
 
Restructuring costs (9)
   
161
     
     
     
 
Convertible debt dilution (10)
   
     
0.05
     
     
0.05
 
Adjusted non-GAAP net income
 
$
312,284
   
$
6.35
   
$
275,113
   
$
5.64
 

* 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 DECEMBER 31, 2018 AND 2017
(UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND 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; (8) elimination of additional tax expense due to the Tax Cuts and Jobs Act; (9) elimination of certain restructuring costs; and (10) elimination of dilutive effect of the convertible debt.
   
Three Months Ended December 31,
 
   
2018
   
2017
 
Cost of revenues
 
$
55,962
   
$
45,974
 
Plus:
               
Share based compensation (1)
   
(132
)
   
(143
)
Acquisition related integration costs (2)
   
50
     
 
Amortization (4)
   
(544
)
   
(568
)
Adjusted non-GAAP cost of revenues
 
$
55,336
   
$
45,263
 
Sales and marketing
 
$
88,113
   
$
92,525
 
Plus:
               
Share based compensation (1)
   
(418
)
   
(458
)
Acquisition related integration costs (2)
   
53
     
(4,471
)
Restructuring costs (9)
   
(184
)
   
 
Adjusted non-GAAP sales and marketing
 
$
87,564
   
$
87,596
 
Research, development and engineering
 
$
12,958
   
$
10,267
 
Plus:
               
Share based compensation (1)
   
(366
)
   
(367
)
Acquisition related integration costs (2)
   
(38
)
   
(35
)
Adjusted non-GAAP research, development and engineering
 
$
12,554
   
$
9,865
 
General and administrative
 
$
102,342
   
$
91,398
 
Plus:
               
Share based compensation (1)
   
(5,784
)
   
(8,029
)
Acquisition related integration costs (2)
   
(6,448
)
   
(6,747
)
Amortization (4)
   
(43,186
)
   
(34,706
)
Tax expense from prior years (6)
   
     
(1,970
)
Adjusted non-GAAP general and administrative
 
$
46,924
   
$
39,946
 
Interest expense, net
 
$
15,559
   
$
16,372
 
Plus:
               
Acquisition related integration costs (2)
   
(15
)
   
(90
)
Interest costs (3)
   
(2,211
)
   
(1,897
)
Tax expense from prior years (6)
   
     
(830
)
Adjusted non-GAAP interest expense, net
 
$
13,333
   
$
13,555
 
 
 
 
 
 

Continued from previous page
 
 
 
 
Other income, net
 
$
(1,443
)
 
$
(22,696
)
Plus:
               
Sale of businesses (7)
   
     
22,981
 
Adjusted non-GAAP other income, net
 
$
(1,443
)
 
$
285
 
Income Tax Provision
 
$
21,395
   
$
32,669
 
Plus:
               
Share based compensation (1)
   
894
     
941
 
Acquisition related integration costs (2)
   
2
     
3,138
 
Interest costs (3)
   
296
     
90
 
Amortization (4)
   
5,617
     
14,197
 
Investments (5)
   
(112
)
   
 
Tax expense from prior years (6)
   
2
     
325
 
Sale of businesses (7)
   
     
(7,296
)
Tax Cuts and Jobs Act (8)
   
     
(11,539
)
Restructuring costs (9)
   
23
     
 
Adjusted non-GAAP income tax provision
 
$
28,117
   
$
32,525
 
Net loss in earnings of equity method investment
 
$
559
   
$
 
Plus:
               
Investments (5)
   
(559
)
   
 
Adjusted non-GAAP net loss in earnings of equity method investment
 
$
   
$
 
                 
Total adjustments
 
$
(53,060
)
 
$
(37,474
)
                 
GAAP earnings per diluted share
 
$
1.03
   
$
1.02
 
Adjustments *
 
$
1.08
   
$
0.77
 
Adjusted non-GAAP earnings per diluted share
 
$
2.11
   
$
1.79
 

* 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
TWELVE MONTHS ENDED DECEMBER 31, 2018 AND 2017
(UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND 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; (8) elimination of additional tax expense due to the Tax Cuts and Jobs Act; (9) elimination of certain restructuring costs; and (10) elimination of dilutive effect of the convertible debt.
   
Twelve Months Ended December 31,
 
   
2018
   
2017
 
Cost of revenues
 
$
201,074
   
$
172,313
 
Plus:
               
Share based compensation (1)
   
(510
)
   
(500
)
Acquisition related integration costs (2)
   
(296
)
   
(195
)
Amortization (4)
   
(2,230
)
   
(2,916
)
Adjusted non-GAAP cost of revenues
 
$
198,038
   
$
168,702
 
Sales and marketing
 
$
338,304
   
$
330,296
 
Plus:
               
Share based compensation (1)
   
(1,798
)
   
(1,723
)
Acquisition related integration costs (2)
   
(1,872
)
   
(8,155
)
Restructuring costs (9)
   
(184
)
   
 
Adjusted non-GAAP sales and marketing
 
$
334,450
   
$
320,418
 
Research, development and engineering
 
$
48,370
   
$
46,004
 
Plus:
               
Share based compensation (1)
   
(1,553
)
   
(1,182
)
Acquisition related integration costs (2)
   
(324
)
   
(1,885
)
Adjusted non-GAAP research, development and engineering
 
$
46,493
   
$
42,937
 
General and administrative
 
$
375,267
   
$
323,517
 
Plus:
               
Share based compensation (1)
   
(24,232
)
   
(19,332
)
Acquisition related integration costs (2)
   
(26,909
)
   
(17,254
)
Amortization (4)
   
(145,849
)
   
(128,800
)
Tax expense from prior years (6)
   
(378
)
   
(4,977
)
Adjusted non-GAAP general and administrative
 
$
177,899
   
$
153,154
 
Interest expense, net
 
$
61,987
   
$
67,777
 
Plus:
               
Acquisition related integration costs (2)
   
(83
)
   
(90
)
Interest costs (3)
   
(8,655
)
   
(18,541
)
Tax expense from prior years (6)
   
(57
)
   
(830
)
Adjusted non-GAAP interest expense, net
 
$
53,192
   
$
48,316
 
 
 
 

Continued from previous page
 
 
 
 
Other expense (income), net
 
$
4,706
   
$
(22,035
)
Plus:
               
Acquisition related integration costs (2)
   
     
(2,938
)
Investments (5)
   
(2,900
)
   
 
Sale of businesses (7)
   
     
27,696
 
Adjusted non-GAAP other expense (income), net
 
$
1,806
   
$
2,723
 
Income tax provision
 
$
44,760
   
$
60,541
 
Plus:
               
Share based compensation (1)
   
7,031
     
5,440
 
Acquisition related integration costs (2)
   
3,949
     
9,848
 
Interest costs (3)
   
2,576
     
4,837
 
Amortization (4)
   
24,290
     
44,747
 
Investments (5)
   
404
     
 
Tax expense from prior years (6)
   
100
     
1,458
 
Sale of businesses (7)
   
     
(8,857
)
Tax Cuts and Jobs Act (8)
   
     
(11,539
)
Restructuring costs (9)
   
23
     
 
Adjusted non-GAAP income tax provision
 
$
83,133
   
$
106,475
 
Net loss in earnings of equity method investment
 
$
4,140
   
$
 
Plus:
               
Investments (5)
   
(4,140
)
   
 
Adjusted non-GAAP net loss in earnings of equity method investment
 
$
   
$
 
                 
Total adjustments
 
$
(183,597
)
 
$
(135,688
)
                 
GAAP earnings per diluted share
 
$
2.59
   
$
2.83
 
Adjustments *
 
$
3.76
   
$
2.81
 
Adjusted non-GAAP earnings per diluted share
 
$
6.35
   
$
5.64
 

* 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, retention bonuses, severance, lease terminations, 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 2017 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, Web24, and Tea Leaves Health, LLC. 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) Tax Expense due to the Tax Cuts and Jobs Act. The Company excludes certain income tax-related items in respect of the Tax Cuts and Jobs Act, specifically, the non-current tax associated with the repatriation of untaxed foreign earnings, the revaluation of deferred tax liabilities and the revaluation for uncertain tax positions from prior years. 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.

(9) Restructuring Costs. The Company excludes certain restructuring costs. The Company believes that the Non-GAAP financial measures excluding this item to provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(10) 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) Expense, 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 TWELVE MONTHS ENDED DECEMBER 31, 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 December 31,
   
Twelve Months Ended December 31,
 
   
2018
   
2017
   
2018
   
2017
 
                         
Net income
 
$
50,614
   
$
49,871
   
$
128,687
   
$
139,425
 
Plus:
                               
Interest expense, net
   
15,559
     
16,372
     
61,987
     
67,777
 
Other (income) expense, net
   
(1,443
)
   
(22,696
)
   
4,706
     
(22,035
)
Income tax expense
   
21,395
     
32,669
     
44,760
     
60,541
 
Depreciation and amortization
   
54,324
     
43,444
     
187,174
     
162,041
 
Reconciliation of GAAP to Adjusted non-GAAP financial measures:
                               
Share-based compensation and the associated payroll tax expense
   
6,700
     
8,997
     
28,093
     
22,737
 
Acquisition-related integration costs
   
6,383
     
11,253
     
29,401
     
27,489
 
Investments
   
559
     
     
4,140
     
 
Additional indirect tax expense from prior years
   
     
1,970
     
378
     
4,977
 
Restructuring costs
   
184
     
     
184
     
 
                                 
Adjusted EBITDA
 
$
154,275
   
$
141,880
   
$
489,510
   
$
462,952
 

 
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 restructuring costs. 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
   
$
87,823
   
$
107,209
   
$
401,325
 
Less: Purchases of property and equipment
   
(13,165
)
   
(15,393
)
   
(16,370
)
   
(11,451
)
   
(56,379
)
Free cash flows
 
$
90,745
   
$
86,990
   
$
71,453
   
$
95,758
   
$
344,946
 
 
 
     
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 DECEMBER 31, 2018
(UNAUDITED, IN THOUSANDS)
 
   
Cloud
   
Digital
             
   
Services
   
Media
   
Corporate
   
Total
 
Revenues
                       
GAAP revenues
 
$
148,099
   
$
197,958
   
$
2
   
$
346,059
 
                                 
Gross profit
                               
GAAP gross profit
 
$
119,394
   
$
170,701
   
$
2
   
$
290,097
 
Non-GAAP adjustments:
                               
Share-based compensation
   
130
     
2
     
     
132
 
Acquisition related integration costs
   
(50
)
   
     
     
(50
)
Amortization
   
544
     
     
     
544
 
Adjusted non-GAAP gross profit
 
$
120,018
   
$
170,703
   
$
2
   
$
290,723
 
                                 
Operating profit
                               
GAAP operating profit
 
$
57,968
   
$
34,612
   
$
(5,896
)
 
$
86,684
 
Non-GAAP adjustments:
                               
Share-based compensation
   
1,748
     
1,074
     
3,878
     
6,700
 
Acquisition related integration costs
   
(447
)
   
6,830
     
     
6,383
 
Amortization
   
13,821
     
29,195
     
714
     
43,730
 
Restructuring costs
   
     
184
     
     
184
 
Adjusted non-GAAP operating profit
 
$
73,090
   
$
71,895
   
$
(1,304
)
 
$
143,681
 
                                 
Depreciation
   
2,697
     
7,897
     
     
10,594
 
Adjusted EBITDA
 
$
75,787
   
$
79,792
   
$
(1,304
)
 
$
154,275
 
 
 
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 Cloud Services to Corporate which resulted in an increase in Non-GAAP operating profit of $0.1 million to Cloud Services with a corresponding decrease to the Corporate entity; and (b) certain expenses associated with Corporate were allocated to Cloud Services and Digital Media 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 in the amount of $1.7 million and $1.8 million, respectively.
 
The effects noted above reduce Adjusted EBITDA for Cloud Services and Digital Media by $1.7 million and $1.8 million, respectively.
 
 
 
 

 

j2 GLOBAL, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES
THREE MONTHS ENDED DECEMBER 31, 2017
(UNAUDITED, IN THOUSANDS)
 
   
Cloud
   
Digital
             
   
Services
   
Media
   
Corporate
   
Total
 
Revenues
                       
GAAP revenues
 
$
146,916
   
$
169,464
   
$
   
$
316,380
 
                                 
Gross profit
                               
GAAP gross profit
 
$
117,314
   
$
153,092
   
$
   
$
270,406
 
Non-GAAP adjustments:
                               
Share-based compensation
   
143
     
     
     
143
 
Amortization
   
568
     
     
     
568
 
Adjusted non-GAAP gross profit
 
$
118,025
   
$
153,092
   
$
   
$
271,117
 
                                 
Operating profit
                               
GAAP operating profit
 
$
55,525
   
$
29,060
   
$
(8,369
)
 
$
76,216
 
Non-GAAP adjustments:
                               
Share-based compensation
   
1,676
     
1,166
     
6,155
     
8,997
 
Acquisition related integration costs
   
261
     
10,992
     
     
11,253
 
Amortization
   
15,210
     
20,064
     
     
35,274
 
Additional tax expense from prior years
   
1,970
     
     
     
1,970
 
Adjusted Non-GAAP operating profit
 
$
74,642
   
$
61,282
   
$
(2,214
)
 
$
133,710
 
                                 
Depreciation
   
2,128
     
6,042
     
     
8,170
 
Adjusted EBITDA
 
$
76,770
   
$
67,324
   
$
(2,214
)
 
$
141,880
 
                                 
 
NOTE: Table above excludes certain intercompany allocations
 
 
 
 
 
 
 
 

 

j2 GLOBAL, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES
TWELVE MONTHS ENDED DECEMBER 31, 2018
(UNAUDITED, IN THOUSANDS)
 
   
Cloud
   
Digital
             
   
Services
   
Media
   
Corporate
   
Total
 
Revenues
                       
GAAP revenues
 
$
597,975
   
$
609,314
   
$
6
   
$
1,207,295
 
                                 
Gross profit
                               
GAAP gross profit
 
$
475,821
   
$
530,395
   
$
5
   
$
1,006,221
 
Non-GAAP adjustments:
                               
Share-based compensation
   
506
     
4
     
     
510
 
Acquisition related integration costs
   
216
     
80
     
     
296
 
Amortization
   
2,230
     
     
     
2,230
 
Adjusted non-GAAP gross profit
 
$
478,773
   
$
530,479
   
$
5
   
$
1,009,257
 
                                 
Operating profit
                               
GAAP operating profit
 
$
230,180
   
$
41,375
   
$
(27,275
)
 
$
244,280
 
Non-GAAP adjustments:
                               
Share-based compensation
   
7,075
     
5,037
     
15,981
     
28,093
 
Acquisition related integration costs
   
1,777
     
27,624
     
     
29,401
 
Amortization
   
50,738
     
93,764
     
3,577
     
148,079
 
Additional tax expense from prior years
   
378
     
     
     
378
 
Restructuring costs
   
     
184
     
     
184
 
Adjusted non-GAAP operating profit
 
$
290,148
   
$
167,984
   
$
(7,717
)
 
$
450,415
 
                                 
Depreciation
   
10,016
     
29,079
     
     
39,095
 
Adjusted EBITDA
 
$
300,164
   
$
197,063
   
$
(7,717
)
 
$
489,510
 
 
 
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 Cloud Services to Corporate which resulted in an increase in Non-GAAP operating profit of $1.1 million to Cloud Services with a corresponding decrease to the Corporate entity; and (b) certain expenses associated with Corporate were allocated to Cloud Services and Digital Media 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 in the amount of $6.1 million and $5.9 million, respectively.
 
The effects noted above reduce Adjusted EBITDA for Cloud Services and Digital Media by $6.1 million and $5.9 million, respectively.
 
 
 

 

j2 GLOBAL, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES
TWELVE MONTHS ENDED DECEMBER 31, 2017
(UNAUDITED, IN THOUSANDS)
 
 
   
Cloud
   
Digital
             
   
Services
   
Media
   
Corporate
   
Total
 
Revenues
                       
GAAP revenues
 
$
578,956
   
$
538,882
   
$
   
$
1,117,838
 
                                 
Gross profit
                               
GAAP gross profit
 
$
460,210
   
$
485,315
   
$
   
$
945,525
 
Non-GAAP adjustments:
                               
Share-based compensation
   
500
     
     
     
500
 
Acquisition related integration costs
   
195
     
     
     
195
 
Amortization
   
2,916
     
     
     
2,916
 
Adjusted non-GAAP gross profit
 
$
463,821
   
$
485,315
   
$
   
$
949,136
 
                                 
Operating profit
                               
GAAP operating profit
 
$
226,094
   
$
48,018
   
$
(28,404
)
 
$
245,708
 
Non-GAAP adjustments:
                               
Share-based compensation
   
6,204
     
4,107
     
12,426
     
22,737
 
Acquisition related integration costs
   
1,369
     
26,120
     
     
27,489
 
Amortization
   
59,126
     
72,590
     
     
131,716
 
Additional tax expense from prior years
   
1,970
     
     
3,007
     
4,977
 
Adjusted non-GAAP operating profit
 
$
294,763
   
$
150,835
   
$
(12,971
)
 
$
432,627
 
                                 
Depreciation
   
9,310
     
21,015
     
     
30,325
 
Adjusted EBITDA
 
$
304,073
   
$
171,850
   
$
(12,971
)
 
$
462,952
 
 
 
NOTE: Table above excludes certain intercompany allocations

 
 
 
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Section 3: EX-99.2 (FEBRUARY 2019 INVESTOR PRESENTATION)

EXHIBIT 99.2
 
 
 FOURTH QUARTER 2018 RESULTSFebruary 13, 2019 
 

 Safe Harbor for Forward-Looking Statements  2  Certain statements in this presentation are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, particularly those regarding our 2019 Financial Guidance. Such forward-looking statements are subject to numerous assumptions, risks and uncertainties that could cause actual results to differ materially from those described in those statements. Readers should carefully review the Risk Factors slide of this presentation. These forward-looking statements are based on management’s expectations or beliefs as of February 13, 2019 as well as those set forth in our Annual Report on Form 10-K filed by us on March 1, 2018 with the Securities and Exchange Commission (“SEC”) and our quarterly report on form 10-Q filed by us on August 9, 2018 with the SEC and the other reports we file from time to time with the SEC. We undertake no obligation to revise or publicly release any updates to such statements based on future information or actual results. Such forward-looking statements address the following subjects, among others:  All information in this presentation speaks as of February 13, 2019 and any redistribution or rebroadcast of this presentation after that date is not intended and will not be construed as updating or confirming such information.  Future operating resultsAbility to acquire businesses on acceptable terms and integrate and recognize synergies from acquired businessesDeployment of cash and investment balances to grow the companySubscriber growth, retention, usage levels and average revenue per accountCloud service and digital media growth and continued demand for fax servicesInternational growthNew products, services, features and technologiesCorporate spending including stock repurchasesIntellectual property and related licensing revenuesLiquidity and ability to repay or refinance indebtednessSystems capacity, coverage, reliability and securityRegulatory developments and taxes 
 

 Risk Factors  3  Inability to sustain growth or profitability, and any related impact of U.S. or worldwide economic issues on customer acquisition, retention and usage levels, advertising spend and credit and debit card payment declinesInability to acquire businesses on acceptable terms or successfully integrate and realize anticipated synergies Reduced use of fax services due to increased use of email, scanning or widespread adoption of digital signatures or otherwiseFailure to offer compelling digital media content causing reduced traffic and advertising levels; loss of advertisers or reduction in advertising spend; increased prevalence or effectiveness of advertising blocking technologies; inability to monetize handheld devices and handheld traffic supplanting monetized traffic; and changes by our vendors or partners that impact our traffic or publisher audience acquisition and/or monetization New or unanticipated costs and/or fees or tax liabilities, including those relating to federal and state income tax and indirect taxes, such as sales, value-added and telecommunications taxesInability to manage certain risks inherent to our business, such as fraudulent activity, system failure or a security breach; inability to manage reputational risks associated with our businessesCompetition from others with regard to price, service, content and functionalityInadequate intellectual property (IP) protection, expiration, invalidity or loss of key patents, violations of 3rd party IP rights or inability or significant delay in monetizing IPInability to continue to expand our business and operations internationallyInability to maintain required services on acceptable terms with financially stable telecom, co-location and other critical vendors; and inability to obtain telephone numbers in sufficient quantities on acceptable terms and in desired locationsLevel of debt limiting availability of cash flow to reinvest in the business; inability to repay or refinance debt when due; and restrictive covenants relating to debt imposing operating and financial restrictions on business activities or plansInability to maintain and increase our customer base or average revenue per userInability to achieve business or financial results in light of burdensome telecommunications, internet, advertising, health care, consumer, privacy or other regulations, or being subject to existing regulationsInability to adapt to technological change and diversify services and related revenues at acceptable levels of financial returnLoss of services of executive officers and other key employeesOther factors set forth in our Annual Report on Form 10-K filed by us on March 1, 2018 with the SEC and our quarterly report on Form 10-Q filed by us on August 9, 2018 with the SEC and the other reports we file from time to time with the SEC  The following factors, among others, could cause our business, prospects, financial condition, operating results and cash flows to be materially adversely affected: 
 

 4  Q4 Consolidated Financial Snapshot(1)  See slides 16-22 for a GAAP reconciliation of adjusted non-GAAP gross profit, adjusted EBITDA and adjusted earnings per diluted share for the Company as a whole and by businessFigures are adjusted non-GAAP 
 

 5  FY 2018 Consolidated Financial Snapshot(1)  See slides 16-22 for a GAAP reconciliation of adjusted non-GAAP gross profit, adjusted EBITDA and adjusted earnings per diluted share for the Company as a whole and by businessFigures are adjusted non-GAAP 
 

 6  Adjusted EBITDA and Free Cash Flow(1)  See slide 17 for a GAAP reconciliation of Free Cash FlowFigures are adjusted non-GAAP 
 

 7  Q4 2018 Financial Snapshot By Business (1)  See slides 16-22 for a GAAP reconciliation of adjusted EBITDA for the Company as a whole and by businessFigures are adjusted non-GAAP  Includes ($1.7MM) reclass from j2 Inc.  Includes ($1.8MM) reclass from j2 Inc. 
 

 8  FY 2018 Financial Snapshot By Business (1)  See slides 16-22 for a GAAP reconciliation of adjusted EBITDA for the Company as a whole and by businessFigures are adjusted non-GAAP  Includes ($6.1MM) reclass from j2 Inc.  Includes ($5.9MM) reclass from j2 Inc. 
 

 2019FINANCIAL GUIDANCE 
 

 10  2019 Outlook (Forward-Looking Statements)  Figures are adjusted non-GAAP.See slides 16-22 for a GAAP reconciliation of revenue, earnings per diluted share, free cash flow, and EBITDA.  Cloud ServicesRevenue growth expected to be ~5% EBITDA(1)(2) margin in line with prior yearAdditional depreciation due to capital expenditures in the Fax and Backup business units, as well as the full-year impact of M&A completed in 2018Digital MediaRevenue growth expected to be in excess of 10%EBITDA(1)(2) margin expected to be 33% - 34%Distribution of Revenues in 2019Q1 expected to represent ~20% of total annual Revenue, similar to prior yearQ4 expected to represent ~ 30% of total annual Revenue, similar to prior yearCorporateTax rate expected to be between 20.5%-22.5%Excludes Share-Based Compensation of between $23-$27MMEffective Share Count used for EPS calculation is estimated to be 48.8MM, with no assumed dilution from the convertible noteIncrease in corporate expense due to the company-wide initiative to invest in an Oracle Fusion platform (~$3.7MM) 
 

 11  2019 Guidance (Forward-Looking Statements)  Figures are adjusted non-GAAP.Adjusted earnings per diluted share excludes share-based compensation, amortization of acquired intangibles and the impact of any currently anticipated items, in each case net of tax.  
 

 SUPPLEMENTALINFORMATION 
 

 Consolidated Metrics  13  See slide 16 for a reconciliation of non-GAAP earnings and EPS to GAAP Net Income and diluted GAAP EPSSee slide 17 for a definition of Free Cash Flow and reconciliation to Net Cash Provided by Operating ActivitiesSee slides 18-22 for a definition of adjusted EBITDA and reconciliation to Net IncomeFigures are adjusted non-GAAP 
 

 Cloud Services & Digital Media Metrics  14  Cloud Services revenue includes IP Licensing revenueCloud Services Customers are defined as paying DIDs for Fax & Voice services and direct and resellers’ accounts for other servicesQuarterly Average Revenue per Customer is calculated using our standard convention of applying the average of the quarter’s beginning and ending customer base to the total revenue of the quarterUser cancel rate, also called user churn, is defined as cancellation of service by Cloud Business customers with greater than 4 months of continuous service (continuous service includes Cloud Business customers that are administratively cancelled and reactivated within the same calendar month). User cancel rate is calculated monthly and expressed here as an average over the three months of the quarter. Digital Media Traffic figures based on Google Analytics & Partner Platforms* Q1 & Q2 2018 Digital Media metrics were updated to reflected Snapchat figures previously unavailable for recent acquisitions. 
 

 15  Return on Invested Capital (ROIC) Calculation  Cumulative spend based on PPE, purchase of acquisitions (net of proceeds from sale of businesses), purchase of intangibles and deferred payments for acquisitions from Statement of Cash FlowAdjusted EBITDA is defined as net income plus interest and other expense, net; income tax expense; depreciation and amortization and the items used to reconcile GAAP to Adjusted Non-GAAP EPS. Adjusted EBITDA amounts are not meant as a substitute for GAAP, but are solely for informational purposes. See slide 18 for GAAP reconciliation to adjusted EBITDAFigures are adjusted non-GAAPInvestment Equity Capital defined as Initial Equity plus Net Income less Dividends less BuybacksNet Debt defined as Total Debt less Cash 
 

 Q4 and FY 2018 Reconciliation of GAAP to Adjusted Non-GAAP Earnings & EPS (1)  16  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; (8) elimination of additional tax expense due to the Tax Cuts and Jobs Act; (9) elimination of certain restructuring costs; and (10) elimination of dilutive effect of the convertible debt.  Figures are adjusted non-GAAP.  
 

 GAAP Reconciliation Free Cash Flow(1) (2)  17  Free Cash Flow is defined as net cash provided by operating activities, less purchases of property, plant and equipment, less patent settlement, plus excess tax benefits (deficits) from share based compensation, plus IRS settlement, plus contingent consideration. Free Cash Flow amounts are not meant as a substitute for GAAP, but are solely for informational purposesFigures are adjusted non-GAAP 
 

 GAAP Reconciliation Adjusted EBITDA(1) (2)  18  Adjusted EBITDA is defined as net income plus interest and other expense, net; income tax expense; depreciation and amortization and the items used to reconcile GAAP to Adjusted Non-GAAP EPS. Adjusted EBITDA amounts are not meant as a substitute for GAAP, but are solely for informational purposes Figures are adjusted non-GAAP 
 

 Q4 2018 Reconciliation of GAAP to Adjusted EBITDA(1)   19  Figures are adjusted non-GAAP 
 

 Q4 2017 Reconciliation of GAAP to Adjusted EBITDA(1)  20  Figures are adjusted non-GAAP 
 

 FY 2018 Reconciliation of GAAP to Adjusted EBITDA(1)  21  Figures are adjusted non-GAAP 
 

 FY 2017 Reconciliation of GAAP to Adjusted EBITDA(1)  22  Figures are adjusted non-GAAP 
 

  
 

 
 
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