Form 8-K J2 GLOBAL, INC. For: Aug 05
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E-mailJ2 Global Reports Record Second Quarter 2021 Results & Raises Full Year 2021 Guidance
LOS ANGELES -- J2 Global, Inc. (NASDAQ: JCOM) today reported financial results for the second quarter ended June 30, 2021.
“Our organization produced yet another record quarter that was materially ahead of our expectations," said Vivek Shah, CEO of J2 Global. "We're raising our full-year outlook for a second time this year, as our company continues to perform impressively."
SECOND QUARTER 2021 RESULTS
Q2 2021 quarterly revenues increased 29.6% to a Q2 record of $429.0 million as compared to $331.0 million for Q2 2020. On a pro-forma(6) basis, Q2 2021 quarterly revenues increased 33.5% to $417.7 million as compared to $312.8 million for Q2 2020.
Net cash provided by operating activities decreased to $111.3 million as compared to $139.6 million for Q2 2020. Q2 2021 free cash flow(2) decreased 30.6% to $80.5 million as compared to $115.9 million for Q2 2020. Free cash flow decreased primarily due to additional tax payments during Q2 2021 in comparison to the prior comparable period in the amount of $27.6 million. In addition, the Company experienced higher collections of receivables generated in Q4 2020 in Q1 2021 in comparison to collections in Q1 2020. Accordingly, a higher portion of collection activity from the prior year was collected in Q2 2020 related to Q4 receivables in comparison to the current quarter. Also, the Company had additional capital expenditures in comparison to the prior comparable period in the amount of approximately $7.8 million.
GAAP earnings per diluted share(3) decreased to $0.33 in Q2 2021 compared to $0.80 for Q2 2020. Earnings decrease was primarily due to the impairment of the B2B Backup business unit for $24.6 million, net of tax, as well as a loss on investments associated with a pending sale of the Company’s investee in the amount of $12.7 million, net of tax.
Adjusted non-GAAP earnings per diluted share(3)(4) for the quarter increased 40.9% to $2.41 as compared to $1.71 for Q2 2020. On a pro-forma(6) basis, Adjusted non-GAAP earnings per diluted share(3)(4) for the quarter increased 45.0% to $2.32 as compared to $1.60 for Q2 2020.
GAAP net income decreased to $15.7 million as compared to $38.1 million for Q2 2020.
Adjusted non-GAAP net income increased by 33.8% to $107.9 million as compared to $80.6 million for Q2 2020. On a pro-forma(6) basis, Adjusted non-GAAP net income increased by 37.9% to $104.1 million as compared to $75.5 million for Q2 2020.
Adjusted EBITDA(5) for the quarter increased 29.5% to $172.0 million compared to $132.9 million for Q2 2020. On a pro-forma(6) basis, Adjusted EBITDA(5) for the quarter increased 33.0% to $167.2 million compared to $125.7 million for Q2 2020.
J2 ended the quarter with approximately $465 million in cash, cash equivalents, and investments after deploying approximately $94.9 million during the quarter for current and prior year acquisitions.
Key unaudited financial results for Q2 2021 versus Q2 2020 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. The Pro-Forma Results below exclude Voice assets in Australia, New Zealand, and the United Kingdom that have been sold as well as the Company’s B2B Backup business which it expects to sell.
Pro-Forma Results(6) | ||||||||||||||||||||
| Q2 2021 | Q2 2020 | % Change | Q2 2021 | Q2 2020 | % Change | |||||||||||||||
| Revenues | ||||||||||||||||||||
| Cloud Services | $175.3 | $167.1 | 4.9% | $163.9 | $148.9 | 10.1% | ||||||||||||||
| Digital Media | $253.8 | $163.9 | 54.8% | $253.8 | $163.9 | 54.8% | ||||||||||||||
Total Revenue: (1) | $429.0 | $331.0 | 29.6% | $417.7 | $312.8 | 33.5% | ||||||||||||||
| Operating Income | $94.3 | $73.0 | 29.1% | |||||||||||||||||
| Net Cash Provided by Operating Activities | $111.3 | $139.6 | (20.3)% | |||||||||||||||||
Free Cash Flow (2) | $80.5 | $115.9 | (30.6)% | |||||||||||||||||
GAAP Earnings per Diluted Share (3) | $0.33 | $0.80 | (58.7)% | |||||||||||||||||
Adjusted Non-GAAP Earnings per Diluted Share (3) (4) | $2.41 | $1.71 | 40.9% | $2.32 | $1.60 | 45.0% | ||||||||||||||
| GAAP Net Income | $15.7 | $38.1 | (58.7)% | |||||||||||||||||
| Adjusted Non-GAAP Net Income | $107.9 | $80.6 | 33.8% | $104.1 | $75.5 | 37.9% | ||||||||||||||
Adjusted EBITDA (5) | $172.0 | $132.9 | 29.5% | $167.2 | $125.7 | 33.0% | ||||||||||||||
Adjusted EBITDA Margin (5) | 40.1% | 40.1% | —% | 40.0% | 40.2% | (0.2)% | ||||||||||||||
REVISED BUSINESS OUTLOOK
Based on better-than-expected operating performance, the Company is raising its revenue, Adjusted EBITDA, and Adjusted non-GAAP EPS estimates:
Current Guidance (A) | Revised 2021 Range of Estimates (A)(B) | ||||||||||||||||
| Low | High | Low | High | ||||||||||||||
| Revenue | $ | 1,676 | $ | 1,700 | $ | 1,722 | $ | 1,742 | |||||||||
Adjusted EBITDA | $ | 666 | $ | 680 | $ | 695 | $ | 705 | |||||||||
Adjusted non-GAAP EPS | $ | 9.27 | $ | 9.51 | $ | 9.57 | $ | 9.73 | |||||||||
(A) Balances are in millions, except per share amounts, and exclude the B2B Backup business and Voice assets in the United
Kingdom.
(B) Adjusted non-GAAP EPS includes the weighted average impact of an additional 3.0 million shares of J2 Global common stock for the remainder of the year in connection with the settlement of the 3.25% Convertible Notes.
Adjusted non-GAAP earnings per diluted share for 2021 excludes share-based compensation of between $20 million and $24 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 2021 (exclusive of the release of reserves for uncertain tax positions) will be between 22% and 24%.
The Company has not reconciled the non-GAAP Business Outlook 2021 Adjusted EBITDA, Adjusted non-GAAP earnings per diluted share, and tax rate information 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 forecasted revenues and costs primarily related to acquisitions and taxation, which are potential adjustments to future earnings, and the uncertainty as to when or if the B2B Backup Business will be sold. We expect the variability of forecasted revenues and costs to have a potentially unpredictable and significant impact on our future GAAP financial results.
Notes:
| (1) | The revenues associated with each of the businesses may not foot precisely since each is presented independently. | |||||||
| (2) | Free cash flow is defined as net cash provided by operating activities, less purchases of property and equipment, plus contingent consideration. Free cash flow amounts are not meant as a substitute for GAAP, but are solely for informational purposes. | |||||||
| (3) | The estimated GAAP effective tax rates were approximately 9.1% for Q2 2021 and 26.7% for Q2 2020. The estimated Adjusted non-GAAP effective tax rates were approximately 22.7% for Q2 2021 and 21.8% for Q2 2020. | |||||||
| (4) | 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 June 30, 2021 and 2020 totaled $2.08 and $0.91 per diluted share, respectively. | |||||||
| (5) | Adjusted EBITDA is defined as earnings before interest; gain on sale of businesses; goodwill impairment of business; loss on investments, net; other income (expense), net; income tax expense; income (loss) from equity method investment, net; 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. | |||||||
| (6) | Pro-forma figures are provided taking into consideration the sale of certain Voice assets in Australia, New Zealand, and the United Kingdom as well as the expected sale of the Company’s B2B Backup business as if they had occurred January 1, 2020. | |||||||
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, RetailMeNot, Offers.com, Spiceworks, Ekahau, Everyday Health, BabyCenter and What To Expect in its Digital Media business and eFax, eVoice, Moz, iContact, Campaigner, Vipre and IPVanish in its Cloud Services business. J2 reaches in excess of 240 million people per month across its brands. As of December 31, 2020, J2 had achieved 25 consecutive fiscal years of revenue growth. For more information about J2, please visit www.J2global.com.
Contact:
Rebecca Wright
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 2021 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 2020 Annual Report on Form 10-K filed by J2 Global on March 1, 2021, 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 2021 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)
| June 30, 2021 | December 31, 2020 | ||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | 347,857 | $ | 242,652 | |||||||
| Short-term investments | — | 663 | |||||||||
| Accounts receivable, net of allowances of $16,255 and $16,018, respectively | 249,005 | 325,619 | |||||||||
| Prepaid expenses and other current assets | 56,177 | 53,909 | |||||||||
| Current assets held for sale | 8,939 | — | |||||||||
| Total current assets | 661,978 | 622,843 | |||||||||
| Long-term investments | 117,396 | 97,495 | |||||||||
| Property and equipment, net | 171,645 | 156,577 | |||||||||
| Operating lease right-of-use assets | 82,961 | 105,845 | |||||||||
| Goodwill | 1,837,539 | 1,867,430 | |||||||||
| Other purchased intangibles, net | 676,146 | 741,569 | |||||||||
| Deferred income taxes, noncurrent | 40,755 | 56,545 | |||||||||
| Other assets | 16,759 | 17,027 | |||||||||
| Noncurrent assets held for sale | 98,187 | — | |||||||||
| TOTAL ASSETS | $ | 3,703,366 | $ | 3,665,331 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Accounts payable and accrued expenses | $ | 198,220 | $ | 230,651 | |||||||
| Income taxes payable, current | 11,471 | 31,753 | |||||||||
| Deferred revenue, current | 193,531 | 190,644 | |||||||||
| Operating lease liabilities, current | 30,818 | 32,211 | |||||||||
| Current portion of long-term debt | 402,134 | 396,801 | |||||||||
| Other current liabilities | 52 | 497 | |||||||||
| Current liabilities held for sale | 8,793 | — | |||||||||
| Total current liabilities | 845,019 | 882,557 | |||||||||
| Long-term debt | 1,189,727 | 1,182,220 | |||||||||
| Deferred revenue, noncurrent | 16,635 | 14,440 | |||||||||
| Operating lease liabilities, noncurrent | 81,752 | 99,177 | |||||||||
| Income taxes payable, noncurrent | 11,675 | 11,675 | |||||||||
| Liability for uncertain tax positions | 53,515 | 57,081 | |||||||||
| Deferred income taxes, noncurrent | 158,173 | 162,700 | |||||||||
| Other long-term liabilities | 39,718 | 44,463 | |||||||||
| Noncurrent liabilities held for sale | 12,652 | — | |||||||||
| TOTAL LIABILITIES | 2,408,866 | 2,454,313 | |||||||||
| Commitments and contingencies | — | — | |||||||||
| Preferred stock | — | — | |||||||||
| Common stock | 447 | 443 | |||||||||
| Additional paid-in capital | 461,422 | 456,274 | |||||||||
| Retained earnings | 892,605 | 809,107 | |||||||||
| Accumulated other comprehensive loss | (59,974) | (54,806) | |||||||||
| TOTAL STOCKHOLDERS’ EQUITY | 1,294,500 | 1,211,018 | |||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 3,703,366 | $ | 3,665,331 | |||||||
J2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED, IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Total revenues | 429,044 | $ | 330,984 | 827,228 | 663,377 | ||||||||||||||||||
Cost of revenues (1) | 63,337 | 56,802 | 121,160 | 115,933 | |||||||||||||||||||
| Gross profit | 365,707 | 274,182 | 706,068 | 547,444 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
Sales and marketing (1) | 134,103 | 92,805 | 255,288 | 192,243 | |||||||||||||||||||
Research, development and engineering (1) | 19,644 | 13,606 | 40,995 | 29,012 | |||||||||||||||||||
General and administrative (1) | 117,676 | 94,731 | 237,021 | 197,902 | |||||||||||||||||||
| Total operating expenses | 271,423 | 201,142 | 533,304 | 419,157 | |||||||||||||||||||
| Income from operations | 94,284 | 73,040 | 172,764 | 128,287 | |||||||||||||||||||
| Interest expense, net | (21,403) | (22,196) | (42,970) | (43,167) | |||||||||||||||||||
| Gain on sale of businesses | 823 | — | 2,802 | — | |||||||||||||||||||
| Goodwill impairment on business | (32,629) | — | (32,629) | — | |||||||||||||||||||
| Loss on investments, net | (16,677) | (3) | (16,677) | (20,835) | |||||||||||||||||||
| Other income (expense), net | (777) | 9,059 | (293) | 2,183 | |||||||||||||||||||
| Income before income taxes and income (loss) from equity method investment, net | 23,621 | 59,900 | 82,997 | 66,468 | |||||||||||||||||||
| Income tax expense | 2,152 | 15,978 | 7,876 | 24,681 | |||||||||||||||||||
| Income (loss) from equity method investment, net | (5,752) | (5,821) | 18,519 | (10,090) | |||||||||||||||||||
| Net income | $ | 15,717 | $ | 38,101 | $ | 93,640 | $ | 31,697 | |||||||||||||||
| Basic net income per common share: | |||||||||||||||||||||||
| Net income attributable to J2 Global, Inc. common shareholders | $ | 0.35 | $ | 0.81 | $ | 2.10 | $ | 0.67 | |||||||||||||||
| Diluted net income per common share: | |||||||||||||||||||||||
| Net income attributable to J2 Global, Inc. common shareholders | $ | 0.33 | $ | 0.80 | $ | 1.98 | $ | 0.65 | |||||||||||||||
| Basic weighted average shares outstanding | 44,613,533 | 46,850,944 | 44,506,933 | 47,235,859 | |||||||||||||||||||
| Diluted weighted average shares outstanding | 47,528,902 | 47,437,555 | 47,130,979 | 48,279,417 | |||||||||||||||||||
(1) Includes share-based compensation expense as follows: | |||||||||||||||||||||||
| Cost of revenues | $ | 117 | $ | 143 | $ | 249 | $ | 277 | |||||||||||||||
| Sales and marketing | 371 | 416 | 732 | 814 | |||||||||||||||||||
| Research, development and engineering | 557 | 484 | 1,077 | 915 | |||||||||||||||||||
| General and administrative | 5,206 | 5,487 | 10,305 | 10,837 | |||||||||||||||||||
| Total | $ | 6,251 | $ | 6,530 | $ | 12,363 | $ | 12,843 | |||||||||||||||
J2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
| Six Months Ended June 30, | |||||||||||
| Cash flows from operating activities: | 2021 | 2020 | |||||||||
| Net income | $ | 93,640 | $ | 31,697 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 130,226 | 104,068 | |||||||||
| Amortization of financing costs and discounts | 14,058 | 14,102 | |||||||||
| Non-cash operating lease costs | 6,714 | 11,453 | |||||||||
| Share-based compensation | 12,363 | 12,843 | |||||||||
| Provision for doubtful accounts | 4,329 | 6,793 | |||||||||
| Deferred income taxes, net | (11,853) | 2,752 | |||||||||
| Gain on sale of businesses | (2,802) | — | |||||||||
| Lease asset impairments | 7,829 | — | |||||||||
| Goodwill impairment on business | 32,629 | — | |||||||||
| Changes in fair value of contingent consideration | 562 | (232) | |||||||||
| Foreign currency remeasurement gain | 415 | (704) | |||||||||
| (Income) loss from equity method investments | (18,519) | 10,090 | |||||||||
| Loss on equity and debt investments | 16,677 | 20,826 | |||||||||
| Decrease (increase) in: | |||||||||||
| Accounts receivable | 65,312 | 63,675 | |||||||||
| Prepaid expenses and other current assets | (7,720) | (4,185) | |||||||||
| Other assets | (701) | (300) | |||||||||
| Increase (decrease) in: | |||||||||||
| Accounts payable and accrued expenses | (23,438) | (34,682) | |||||||||
| Income taxes payable | (15,123) | 7,376 | |||||||||
| Deferred revenue | 2,499 | (2,698) | |||||||||
| Operating lease liabilities | (13,529) | (8,780) | |||||||||
| Liability for uncertain tax positions | (3,567) | 5,114 | |||||||||
| Other long-term liabilities | 21 | 2,419 | |||||||||
| Net cash provided by operating activities | 290,022 | 241,627 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Proceeds on sale of available-for-sale investments | 663 | — | |||||||||
| Purchases of equity method investment | (11,053) | (26,523) | |||||||||
| Purchases of equity investments | (999) | (843) | |||||||||
| Purchases of property and equipment | (57,766) | (50,537) | |||||||||
| Acquisition of businesses, net of cash received | (89,489) | (19,349) | |||||||||
| Proceeds from sale of assets | 6,033 | 407 | |||||||||
| Purchases of intangible assets | — | (23) | |||||||||
| Net cash used in investing activities | (152,611) | (96,868) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Payment of debt | (3,092) | — | |||||||||
| Proceeds from line of credit | 2,811 | — | |||||||||
| Repurchase of common stock | (22,934) | (88,469) | |||||||||
| Issuance of common stock under employee stock purchase plan | 4,232 | 3,303 | |||||||||
| Exercise of stock options | 1,331 | 952 | |||||||||
| Dividends paid | (672) | — | |||||||||
| Deferred payments for acquisitions | (12,934) | (16,296) | |||||||||
| Other | (332) | (1,032) | |||||||||
| Net cash used in financing activities | (31,590) | (101,542) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | (616) | (2,012) | |||||||||
| Net change in cash and cash equivalents | 105,205 | 41,205 | |||||||||
| Cash and cash equivalents at beginning of period | 242,652 | 575,615 | |||||||||
| Cash and cash equivalents at end of period | $ | 347,857 | $ | 616,820 | |||||||
J2 GLOBAL, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES
THREE MONTHS ENDED JUNE 30, 2021 AND 2020
(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; (2) elimination of certain acquisition related integration costs; (3) elimination of interest costs in excess of the coupon rate associated with outstanding debt; (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 expense/benefit from prior years; (7) elimination of gain on sale of assets; (8) elimination of intra-entity transfers; (9) elimination of lease asset impairments and other charges; (10) elimination of disposal related costs; (11) elimination of goodwill impairment on business and (12) elimination of dilutive effect of the convertible debt.
| Three Months Ended June 30, | |||||||||||||||||
| 2021 | Per Diluted Share * | 2020 | Per Diluted Share * | ||||||||||||||
| Net income | $ | 15,717 | $ | 0.33 | $ | 38,101 | $ | 0.80 | |||||||||
| Plus: | |||||||||||||||||
Share based compensation (1) | 2,576 | 0.06 | 4,990 | 0.11 | |||||||||||||
Acquisition related integration costs (2) | 988 | 0.02 | 498 | 0.01 | |||||||||||||
Interest costs (3) | 4,840 | 0.11 | 4,831 | 0.10 | |||||||||||||
Amortization (4) | 37,156 | 0.83 | 25,225 | 0.54 | |||||||||||||
Investments (5) | 18,490 | 0.41 | 9,714 | 0.21 | |||||||||||||
Tax expense from prior years (6) | — | — | 1,977 | 0.04 | |||||||||||||
Sale of assets (7) | (823) | (0.02) | (137) | — | |||||||||||||
Intra-entity transfers (8) | — | — | (6,432) | (0.14) | |||||||||||||
Lease asset impairments and other charges (9) | 4,896 | 0.11 | 1,826 | 0.04 | |||||||||||||
Disposal related costs (10) | (619) | (0.01) | — | — | |||||||||||||
Goodwill impairment on business (11) | 24,635 | 0.55 | — | — | |||||||||||||
Convertible debt dilution (12) | — | 0.02 | — | 0.01 | |||||||||||||
| Adjusted non-GAAP net income | $ | 107,856 | $ | 2.41 | $ | 80,593 | $ | 1.71 | |||||||||
* 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
SIX MONTHS ENDED JUNE 30, 2021 AND 2020
(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; (2) elimination of certain acquisition related integration costs; (3) elimination of interest costs in excess of the coupon rate associated with outstanding debt; (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 expense/benefit from prior years; (7) elimination of gain on sale of assets; (8) elimination of intra-entity transfers; (9) elimination of lease asset impairments and other charges; (10) elimination of disposal related costs; (11) elimination of goodwill impairment on business and (12) elimination of dilutive effect of the convertible debt.
| Six Months Ended June 30, | |||||||||||||||||
| 2021 | Per Diluted Share * | 2020 | Per Diluted Share * | ||||||||||||||
| Net income | $ | 93,640 | $ | 1.98 | $ | 31,697 | $ | 0.65 | |||||||||
| Plus: | |||||||||||||||||
Share based compensation (1) | 6,624 | 0.15 | 9,798 | 0.21 | |||||||||||||
Acquisition related integration costs (2) | 2,994 | 0.07 | 1,593 | 0.03 | |||||||||||||
Interest costs (3) | 9,685 | 0.22 | 9,146 | 0.19 | |||||||||||||
Amortization (4) | 70,499 | 1.58 | 57,083 | 1.21 | |||||||||||||
Investments (5) | (6,954) | (0.16) | 34,808 | 0.73 | |||||||||||||
Tax expense from prior years (6) | — | — | 2,365 | 0.05 | |||||||||||||
Sale of assets (7) | (2,697) | (0.06) | (334) | (0.01) | |||||||||||||
Intra-entity transfers (8) | — | — | 131 | — | |||||||||||||
Lease asset impairments and other charges (9) | 6,545 | 0.15 | 1,826 | 0.04 | |||||||||||||
Disposal related costs (10) | 44 | — | — | — | |||||||||||||
Goodwill impairment on business (11) | 24,635 | 0.55 | — | — | |||||||||||||
Convertible debt dilution (12) | — | 0.02 | — | 0.01 | |||||||||||||
| Adjusted non-GAAP net income | $ | 205,015 | $ | 4.50 | $ | 148,113 | $ | 3.11 | |||||||||
* 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 JUNE 30, 2021 AND 2020
(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; (2) elimination of certain acquisition related integration costs; (3) elimination of interest costs in excess of the coupon rate associated with outstanding debt; (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 expense/benefit from prior years; (7) elimination of gain on sale of assets; (8) elimination of intra-entity transfers; (9) elimination of lease asset impairments and other charges; (10) elimination of disposal related costs; (11) elimination of goodwill impairment on business and (12) elimination of dilutive effect of the convertible debt.
| Three Months Ended June 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Cost of revenues | $ | 63,337 | $ | 56,802 | |||||||
| Plus: | |||||||||||
Share based compensation (1) | (117) | (143) | |||||||||
Acquisition related integration costs (2) | (36) | (55) | |||||||||
Amortization (4) | (349) | (448) | |||||||||
| Adjusted non-GAAP cost of revenues | $ | 62,835 | $ | 56,156 | |||||||
| Sales and marketing | $ | 134,103 | $ | 92,805 | |||||||
| Plus: | |||||||||||
Share based compensation (1) | (371) | (416) | |||||||||
Acquisition related integration costs (2) | 23 | (167) | |||||||||
| Adjusted non-GAAP sales and marketing | $ | 133,755 | $ | 92,222 | |||||||
| Research, development and engineering | $ | 19,644 | $ | 13,606 | |||||||
| Plus: | |||||||||||
Share based compensation (1) | (557) | (484) | |||||||||
Acquisition related integration costs (2) | (206) | 26 | |||||||||
| Adjusted non-GAAP research, development and engineering | $ | 18,881 | $ | 13,148 | |||||||
| General and administrative | $ | 117,676 | $ | 94,731 | |||||||
| Plus: | |||||||||||
Share based compensation (1) | (5,206) | (5,487) | |||||||||
Acquisition related integration costs (2) | (1,075) | (605) | |||||||||
Amortization (4) | (47,893) | (35,439) | |||||||||
Lease asset impairments and other charges (9) | (6,472) | (2,406) | |||||||||
Disposal related costs (10) | 992 | — | |||||||||
| Adjusted non-GAAP general and administrative | $ | 58,022 | $ | 50,794 | |||||||
| Interest expense, net | $ | (21,403) | $ | (22,196) | |||||||
| Plus: | |||||||||||
Interest costs (3) | 6,079 | 6,018 | |||||||||
| Adjusted non-GAAP interest expense, net | $ | (15,324) | $ | (16,178) | |||||||
| Gain on sale of businesses | $ | 823 | $ | — | |||||||
| Plus: | |||||||||||
Sale of assets (7) | (823) | — | |||||||||
| Adjusted non-GAAP gain on sale of businesses | $ | — | $ | — | |||||||
| Goodwill impairment on business | (32,629) | — | |||||||||
| Plus: | |||||||||||
Goodwill impairment on business (11) | 32,629 | — | |||||||||
| Adjusted non-GAAP goodwill impairment on business | $ | — | $ | — | |||||||
| Loss on investments, net | $ | (16,677) | $ | (3) | |||||||
| Plus: | |||||||||||
Investments (5) | 16,677 | — | |||||||||
| Adjusted non-GAAP loss on investments, net | $ | — | $ | (3) | |||||||
| Other income (expense), net | $ | (777) | $ | 9,059 | |||||||
| Plus: | |||||||||||
Sale of assets (7) | — | (181) | |||||||||
Intra-entity transfers (8) | — | (8,267) | |||||||||
| Adjusted non-GAAP other income (expense), net | $ | (777) | $ | 611 | |||||||
| Income tax provision | $ | 2,152 | $ | 15,978 | |||||||
| Plus: | |||||||||||
Share based compensation (1) | 3,675 | 1,540 | |||||||||
Acquisition related integration costs (2) | 306 | 303 | |||||||||
Interest costs (3) | 1,239 | 1,187 | |||||||||
Amortization (4) | 11,086 | 10,662 | |||||||||
Investments (5) | 3,939 | (3,893) | |||||||||
Tax benefit from prior years (6) | — | (1,977) | |||||||||
Sale of assets (7) | — | (44) | |||||||||
Intra-entity transfers (8) | — | (1,835) | |||||||||
Lease asset impairments and other charges (9) | 1,576 | 580 | |||||||||
Disposal related costs (10) | (373) | — | |||||||||
Goodwill impairment on business (11) | 7,994 | — | |||||||||
| Adjusted non-GAAP income tax provision | $ | 31,594 | $ | 22,501 | |||||||
| Income (loss) from equity method investment, net | $ | (5,752) | $ | (5,821) | |||||||
| Plus: | |||||||||||
Investments (5) | 5,752 | 5,821 | |||||||||
| Adjusted non-GAAP income (loss) from equity method investment, net | $ | — | $ | — | |||||||
| Total adjustments | $ | (92,139) | $ | (42,492) | |||||||
| GAAP earnings per diluted share | $ | 0.33 | $ | 0.80 | |||||||
| Adjustments * | $ | 2.08 | $ | 0.91 | |||||||
| Adjusted non-GAAP earnings per diluted share | $ | 2.41 | $ | 1.71 | |||||||
* 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
SIX MONTHS ENDED JUNE 30, 2021 AND 2020
(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; (2) elimination of certain acquisition related integration costs; (3) elimination of interest costs in excess of the coupon rate associated with outstanding debt; (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 expense/benefit from prior years; (7) elimination of gain on sale of assets; (8) elimination of intra-entity transfers; (9) elimination of lease asset impairments and other charges; (10) elimination of disposal related costs; (11) elimination of goodwill impairment on business and (12) elimination of dilutive effect of the convertible debt.
| Six Months Ended June 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Cost of revenues | $ | 121,160 | $ | 115,933 | |||||||
| Plus: | |||||||||||
Share based compensation (1) | (249) | (277) | |||||||||
Acquisition related integration costs (2) | (76) | (110) | |||||||||
Amortization (4) | (945) | (898) | |||||||||
| Adjusted non-GAAP cost of revenues | $ | 119,890 | $ | 114,648 | |||||||
| Sales and marketing | $ | 255,288 | $ | 192,243 | |||||||
| Plus: | |||||||||||
Share based compensation (1) | (732) | (814) | |||||||||
Acquisition related integration costs (2) | (814) | (681) | |||||||||
| Adjusted non-GAAP sales and marketing | $ | 253,742 | $ | 190,748 | |||||||
| Research, development and engineering | $ | 40,995 | $ | 29,012 | |||||||
| Plus: | |||||||||||
Share based compensation (1) | (1,077) | (915) | |||||||||
Acquisition related integration costs (2) | (530) | 26 | |||||||||
| Adjusted non-GAAP research, development and engineering | $ | 39,388 | $ | 28,123 | |||||||
| General and administrative | $ | 237,021 | $ | 197,902 | |||||||
| Plus: | |||||||||||
Share based compensation (1) | (10,305) | (10,837) | |||||||||
Acquisition related integration costs (2) | (2,785) | (1,334) | |||||||||
Amortization (4) | (96,309) | (74,152) | |||||||||
Lease asset impairments and other charges (9) | (8,651) | (2,406) | |||||||||
Disposal related costs (10) | (127) | — | |||||||||
| Adjusted non-GAAP general and administrative | $ | 118,844 | $ | 109,173 | |||||||
| Interest expense, net | $ | (42,970) | $ | (43,167) | |||||||
| Plus: | |||||||||||
Interest costs (3) | 12,495 | 11,952 | |||||||||
| Adjusted non-GAAP interest expense, net | $ | (30,475) | $ | (31,215) | |||||||
| Gain on sale of businesses | $ | 2,802 | $ | — | |||||||
| Plus: | |||||||||||
Sale of assets (7) | (2,469) | — | |||||||||
| Adjusted non-GAAP gain on sale of businesses | $ | 333 | $ | — | |||||||
| Goodwill impairment on business | (32,629) | — | |||||||||
| Plus: | |||||||||||
Goodwill impairment on business (11) | 32,629 | — | |||||||||
| Adjusted non-GAAP goodwill impairment on business | $ | — | $ | — | |||||||
| Loss on investments, net | $ | (16,677) | $ | (20,835) | |||||||
| Plus: | |||||||||||
Investments (5) | 16,677 | 20,825 | |||||||||
| Adjusted non-GAAP loss on investments, net | $ | — | $ | (10) | |||||||
| Other income (expense), net | $ | (293) | $ | 2,183 | |||||||
| Plus: | |||||||||||
Acquisition related integration costs (2) | — | ||||||||||
Sale of assets (7) | (132) | (438) | |||||||||
Intra-entity transfers (8) | — | (1,565) | |||||||||
| Adjusted non-GAAP other income (expense), net | $ | (425) | $ | 180 | |||||||
| Income tax provision | $ | 7,876 | $ | 24,681 | |||||||
| Plus: | |||||||||||
Share based compensation (1) | 5,739 | 3,045 | |||||||||
Acquisition related integration costs (2) | 1,211 | 506 | |||||||||
Interest costs (3) | 2,810 | 2,806 | |||||||||
Amortization (4) | 26,755 | 17,967 | |||||||||
Investments (5) | 5,112 | (3,893) | |||||||||
Tax (benefit) expense from prior years (6) | — | (2,365) | |||||||||
Sale of assets (7) | 96 | (104) | |||||||||
Intra-entity transfers (8) | — | (1,696) | |||||||||
Lease asset impairments and other charges (9) | 2,106 | 580 | |||||||||
Disposal related costs (10) | 83 | — | |||||||||
Goodwill impairment on business (11) | 7,994 | — | |||||||||
| Adjusted non-GAAP income tax provision | $ | 59,782 | $ | 41,527 | |||||||
| Income (loss) from equity method investment, net | $ | 18,519 | $ | (10,090) | |||||||
| Plus: | |||||||||||
Investments (5) | (18,519) | 10,090 | |||||||||
| Adjusted non-GAAP income (loss) from equity method investment, net | $ | — | $ | — | |||||||
| Total adjustments | $ | (111,375) | $ | (116,416) | |||||||
| GAAP earnings per diluted share | $ | 1.98 | $ | 0.65 | |||||||
| Adjustments * | $ | 2.52 | $ | 2.46 | |||||||
| Adjusted non-GAAP earnings per diluted share | $ | 4.50 | $ | 3.11 | |||||||
* 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 and in November 2019, the Company issued $550.0 million aggregate principal amount of 1.75% 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 3.25% and 1.75% convertible senior notes of approximately 5.8% and 5.5%, respectively, in its statement of operations. The Company excludes the difference between the imputed interest expense and the coupon interest expense of 3.25% and 1.75%, respectively, 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 the difference between the imputed and coupon interest expense associated with the 4.625% Senior Notes. 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 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 reversals of income tax reserves accounted for through ASC 740-10. The Company believes that the Non-GAAP financial measures excluding these items provide meaningful supplemental information regarding operational performance. In addition, excluding these items from the Non-GAAP measures facilitates comparisons to historical operating results.
(7) Gain on Sale of Assets. The Company excludes the gain on sale of certain of its assets. 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) Intra-Entity Transfers. The Company excludes certain effects of intra-entity transfers to the extent the related tax asset or liability in the financial statement is not recovered or settled, respectively during the year. During December 2019, the Company entered into an intra-entity asset transfer that resulted in the recording of a tax benefit and related tax asset representing tax deductible amounts to be realized in future years which is expected to be recovered over a period of up to 20 years and related foreign currency fluctuations. The Company believes that the Non-GAAP financial measures excluding the cumulative future unrealized benefit of the assets transferred and including the tax benefit in the year of realization provides meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.
(9) Lease Asset Impairments and Other Charges. The Company excludes lease asset impairments and other charges as they are 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.
(10) Disposal related Costs. The Company excludes expenses associated with the disposal of certain businesses. 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.
(11) Goodwill Impairment on Business. The Company excludes the goodwill impairment on business because it is non-cash in nature and 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.
(12) 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 Gain on Sale of Businesses, Adjusted non-GAAP Loss on Investments, Adjusted non-GAAP Other (Income) Expense, Adjusted non-GAAP Income Tax Provision, Adjusted non-GAAP (Income) Loss from Equity Method Investment, Net 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.
Pro-Forma Financial Results
Key pro-forma financial results for Q2 2021 versus Q2 2020 are set forth in the following table (in millions, except per share amounts). The financial results below reflect the Company’s results, on a pro-forma basis, taking into consideration the sale of certain Voice assets in Australia, New Zealand, and the United Kingdom as well as the expected sale of the Company’s B2B Backup business as if they had occurred January 1, 2020.
| Q2 2021 | Q2 2020 | % Change | |||||||||
| Total Revenues | $429.0million | $331.0 million | 29.6% | ||||||||
| Pro-Forma Revenue Adjustments | $(11.3) million | $(18.2) million | (37.9)% | ||||||||
Pro-Forma Total Revenue: (1) | $417.7 million | $312.8 million | 33.5% | ||||||||
Adjusted Non-GAAP Earnings per Diluted Share (1) | $2.41 | $1.71 | 40.9% | ||||||||
| Pro-Forma Earnings per Diluted Share Adjustments | $(0.09) | $(0.11) | (18.2)% | ||||||||
Adjusted Pro Forma Earnings per Diluted Share (1) | $2.32 | $1.60 | 45.0% | ||||||||
| GAAP Net Income | $15.7 million | $38.1 million | (58.7)% | ||||||||
| Pro-Forma Net Income Adjustments | $21.2 million | $(2.4) million | (983.3)% | ||||||||
| Adjusted Pro-Forma Net Income | $36.9 million | $35.7 million | 3.4% | ||||||||
Adjusted EBITDA (1) | $172.0 million | $132.9 million | 29.5% | ||||||||
| Pro-Forma EBITDA Adjustments | $(4.8) million | $(7.2) million | (33.3)% | ||||||||
Adjusted Pro-Forma EBITDA (1) | $167.2 million | $125.7 million | 33.0% | ||||||||
Adjusted EBITDA Margin (1) | 40.1% | 40.1% | —% | ||||||||
| Pro-Forma EBITDA Margin Adjustments | (0.1)% | 0.1% | (0.2)% | ||||||||
Adjusted Pro-Forma EBITDA Margin (1) | 40.0% | 40.2% | (0.2)% | ||||||||
(1) Refer to the notes on page 2 of this Release
J2 GLOBAL, INC. AND SUBSIDIARIES
NET INCOME TO ADJUSTED EBITDA RECONCILIATION
THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020
(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 June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Net income | $ | 15,717 | $ | 38,101 | $ | 93,640 | $ | 31,697 | |||||||||||||||
| Plus: | |||||||||||||||||||||||
| Interest expense, net | 21,403 | 22,196 | 42,970 | 43,167 | |||||||||||||||||||
| Gain on sale of businesses | (823) | — | (2,801) | — | |||||||||||||||||||
| Loss on investments, net | 16,677 | 3 | 16,677 | 20,835 | |||||||||||||||||||
| Other income (expense), net | 777 | (9,059) | 292 | (2,183) | |||||||||||||||||||
| Income tax expense | 2,152 | 15,978 | 7,876 | 24,681 | |||||||||||||||||||
| Income (loss) from equity method investment, net | 5,752 | 5,821 | (18,519) | 10,090 | |||||||||||||||||||
| Depreciation and amortization | 64,734 | 50,088 | 130,226 | 104,068 | |||||||||||||||||||
| Reconciliation of GAAP to Adjusted non-GAAP financial measures: | |||||||||||||||||||||||
| Share-based compensation | 6,251 | 6,530 | 12,363 | 12,843 | |||||||||||||||||||
| Acquisition-related integration costs | 1,294 | 801 | 4,206 | 2,099 | |||||||||||||||||||
| Lease asset impairments and other charges | 6,472 | 2,406 | 8,651 | 2,406 | |||||||||||||||||||
| Disposal related costs | (992) | — | 127 | — | |||||||||||||||||||
| Goodwill impairment on business | 32,629 | — | 32,629 | — | |||||||||||||||||||
| Adjusted EBITDA | $ | 172,043 | $ | 132,865 | $ | 328,337 | $ | 249,703 | |||||||||||||||
Adjusted EBITDA as calculated above represents earnings before interest, gain on sale of businesses, goodwill impairment of business, loss on investments, net, other (income) expense, net, income tax expense, (income) loss from equity method investments, net, 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, and (3) lease asset impairments and other charges. 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 | |||||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||||||||
| Net cash provided by operating activities | $ | 178,724 | $ | 111,298 | $ | — | $ | — | $ | 290,022 | |||||||||||||||||||
| Less: Purchases of property and equipment | (26,269) | (31,497) | — | — | (57,766) | ||||||||||||||||||||||||
| Add: Contingent consideration* | — | 685 | — | — | 685 | ||||||||||||||||||||||||
| Free cash flows | $ | 152,455 | $ | 80,486 | $ | — | $ | — | $ | 232,941 | |||||||||||||||||||
| Q1 | Q2 | Q3 | Q4 | YTD | |||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||
| Net cash provided by operating activities | $ | 102,036 | $ | 139,591 | $ | 114,382 | $ | 124,070 | $ | 480,079 | |||||||||||||||||||
| Less: Purchases of property and equipment | (26,885) | (23,652) | (20,729) | (21,286) | (92,552) | ||||||||||||||||||||||||
| Add: Contingent consideration* | 20,054 | — | 49 | 99 | 20,202 | ||||||||||||||||||||||||
| Free cash flows | $ | 95,205 | $ | 115,939 | $ | 93,702 | $ | 102,883 | $ | 407,729 | |||||||||||||||||||
| * Free Cash Flows of $80.5 million for Q2 2021, $95.2 million for Q1 2020, $93.7 million for Q3 2020 and $102.9 million for Q4 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 JUNE 30, 2021
(UNAUDITED, IN THOUSANDS)
| Cloud | Digital | ||||||||||||||||||||||
| Services | Media | Corporate | Total | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| GAAP revenues | $ | 175,283 | $ | 253,761 | $ | — | $ | 429,044 | |||||||||||||||
| Gross profit | |||||||||||||||||||||||
| GAAP gross profit | $ | 137,094 | $ | 228,622 | $ | (9) | $ | 365,707 | |||||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||||||||
| Share-based compensation | 115 | 2 | — | 117 | |||||||||||||||||||
| Acquisition related integration costs | 32 | 4 | — | 36 | |||||||||||||||||||
| Amortization | 349 | — | — | 349 | |||||||||||||||||||
| Adjusted non-GAAP gross profit | $ | 137,590 | $ | 228,628 | $ | (9) | $ | 366,209 | |||||||||||||||
| Operating profit | |||||||||||||||||||||||
| GAAP operating profit | $ | 63,034 | $ | 44,106 | $ | (12,856) | $ | 94,284 | |||||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||||||||
| Share-based compensation | 1,429 | 1,784 | 3,038 | 6,251 | |||||||||||||||||||
| Acquisition related integration costs | 1,169 | 125 | — | 1,294 | |||||||||||||||||||
| Amortization | 10,713 | 37,483 | 45 | 48,241 | |||||||||||||||||||
| Lease asset impairments and other charges | 277 | 6,195 | — | 6,472 | |||||||||||||||||||
| Disposal related costs | — | — | (992) | (992) | |||||||||||||||||||
| Adjusted non-GAAP operating profit | $ | 76,622 | $ | 89,693 | $ | (10,765) | $ | 155,550 | |||||||||||||||
| Depreciation | 5,001 | 11,492 | — | 16,493 | |||||||||||||||||||
| Adjusted EBITDA | $ | 81,623 | $ | 101,185 | $ | (10,765) | $ | 172,043 | |||||||||||||||
NOTE 1: Table above excludes certain intercompany allocations | |||||||||||||||||||||||
J2 GLOBAL, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES
THREE MONTHS ENDED JUNE 30, 2020
(UNAUDITED, IN THOUSANDS)
| Cloud | Digital | ||||||||||||||||||||||
| Services | Media | Corporate | Total | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| GAAP revenues | $ | 167,058 | $ | 163,926 | $ | — | $ | 330,984 | |||||||||||||||
| Gross profit | |||||||||||||||||||||||
| GAAP gross profit | $ | 127,631 | $ | 146,588 | $ | (37) | $ | 274,182 | |||||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||||||||
| Share-based compensation | 140 | 3 | — | 143 | |||||||||||||||||||
| Acquisition related integration costs | 55 | — | — | 55 | |||||||||||||||||||
| Amortization | 448 | — | — | 448 | |||||||||||||||||||
| Adjusted non-GAAP gross profit | $ | 128,274 | $ | 146,591 | $ | (37) | $ | 274,828 | |||||||||||||||
| Operating profit | |||||||||||||||||||||||
| GAAP operating profit | $ | 64,857 | $ | 19,840 | $ | (11,657) | $ | 73,040 | |||||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||||||||
| Share-based compensation | 1,628 | 1,544 | 3,358 | 6,530 | |||||||||||||||||||
| Acquisition related integration costs | 37 | 764 | — | 801 | |||||||||||||||||||
| Amortization | 13,088 | 22,268 | 531 | 35,887 | |||||||||||||||||||
| Lease asset impairments and other charges | — | 2,406 | — | 2,406 | |||||||||||||||||||
| Adjusted non-GAAP operating profit | $ | 79,610 | $ | 46,822 | $ | (7,768) | $ | 118,664 | |||||||||||||||
| Depreciation | 3,904 | 10,297 | — | 14,201 | |||||||||||||||||||
| Adjusted EBITDA | $ | 83,514 | $ | 57,119 | $ | (7,768) | $ | 132,865 | |||||||||||||||
NOTE 1: Table above excludes certain intercompany allocations | |||||||||||||||||||||||
NOTE 2: Table above has been recast to remove the impact of certain expenses associated with the Corporate entity that were previously allocated to the Cloud Services and Digital Media businesses. | |||||||||||||||||||||||
Core Investor Presentation Q2 2021
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 2021 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 August 6, 2021 as well as those set forth in our Annual Report on Form 10-K filed by us on March 1, 2021 with the Securities and Exchange Commission (“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: • The form, terms, timing and ability to complete the proposed Fax spin-off transaction • Future operating results • Ability to acquire businesses on acceptable terms and integrate and recognize synergies from acquired businesses • Deployment of cash and investment balances to grow the company • Subscriber growth, retention, usage levels and average revenue per account • Cloud services and digital media growth and continued demand for fax services • International growth • New products, services, features and technologies • Corporate spending including stock repurchases • Intellectual property and related licensing revenues • Liquidity and ability to repay or refinance indebtedness • Systems capacity, coverage, reliability and security • Regulatory developments and taxes All information in this presentation speaks as of August 6, 2021 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. Safe Harbor for Forward-Looking Statements
3 The following factors, among others, could cause our business, prospects, financial condition, operating results and cash flows to be materially adversely affected: • 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 declines • Inability 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 otherwise • Failure 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 taxes • The scope and duration of the COVID-19 pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our customers, third parties and us, as well as other unforeseen global crises, such as war, strife, global health pandemics, earthquakes, or major weather events or other uncontrollable events could negatively impact our revenue and operating results • Inability 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 businesses • Competition from others with regard to price, service, content and functionality • Inadequate intellectual property (IP) protection, expiration, invalidity or loss of key patents, violations of 3rd party IP rights or inability or significant delay in monetizing IP • Inability to continue to expand our business and operations internationally • Inability 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 locations • Level 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 plans • Inability to maintain and increase our customer base or average revenue per user • Inability 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 regulations • Inability to adapt to technological change and diversify services and related revenues at acceptable levels of financial return • Loss of services of executive officers and other key employees • Inability to complete the proposed Fax spin-off transaction in the proposed form, terms or timing or incurrence of higher than anticipated costs or realization of fewer expected benefits of the proposed transaction • Other factors set forth in our Annual Report on Form 10-K filed by us on March 1, 2021 with the SEC and the other reports we file from time to time with the SEC Risk Factors
Overview
5 J2 Global’s Success Story Highly Recurring Revenues across Advertising and Subscription Businesses Consistent and Sustained Revenue and Earnings Growth Diversified Portfolio of Internet Brands at the Forefront of the Shift from Analog to Digital Programmatic M&A System with Proven Track Record Virtuous Cycle of Free Cash Flow Generation
$1.7b in Revenue (1) 16% CAGR $694MM in Adjusted EBITDA (1)(2) 15% CAGR 42% Adjusted EBITDA (1)(2) Margin 62% FCF / Adjusted EBITDA (1)(2) 196 Acquisitions since Inception 5.3x Spend / Adjusted EBITDA (3) 40+ Internet Information & Services Brands (1) Snapshot 6 1. Results based on LTM (July 2020 through June 2021). Compounded Annual Growth Calculation (CAGR) based on 2014-2020 2. 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 28 for a GAAP reconciliation 3. Results based on fiscal year 2020; for additional information, please refer to slide 29
Digital Media Our Two Segments 7 Cloud Services
8 93% of Advertising Revenue from Recurring Customers SIGNIFICANT SUBSCRIPTION MIX… …WITH HIGHLY RECURRING ADVERTISING REVENUE Total Revenue Breakdown (LTM June 2021) (1) (in millions) Recurring Advertising Dollar Spend (FY 2020) (2) $1,490 Total Revenue Highly Recurring Revenues Across Cloud Services and Digital Media 1. Revenue allocation displayed in chart excludes “Other Revenues” which represent less than 1% of J2’s total revenue 2. Indicates 93% of spend in 2020 was from customers who also spent in 2019 Subscription 55% Advertising 45% 653 Total evenue
Acquisition Strategy
10 Completed 171 acquisitions since 2008 through June 2021, representing over $3.0b of deployed acquisition capital We believe that the shift to digital is not complete: We believe in the power of our diversified portfolio: We behave like investors with operators’ advantages: Our approach to acquisitions has proven to be sustainable and a competitive advantage Acquisitions Are Core to Our Strategy • We look for opportunities where we see continued reliance on analog solutions • Business models (ads & subs) • Customers (consumers, SoHo, SMB, enterprise) • Verticals (tech, health, entertainment, shopping) • Platforms • Customers • Leadership
11 Corporate Acquire a new division (e.g., Ziff Davis, Everyday Health) • 16% of M&A since 2000 • Sponsored by J2 corporate leadership Divisional Acquire a new business unit within an existing division (e.g., IGN, Ookla, IPVanish) • 15% of M&A since 2000 • Sponsored by one of our three divisional presidents Business Unit Acquire bolt-on and tuck-in acquisitions for existing BUs (e.g., Mashable, Line2, BabyCenter) • 69% of M&A since 2000 • Sponsored by one of our Business Unit (“BU”) general managers Approximate Allocation of capital based on fiscal periods 2000-2020 Multiple Demands on Acquisition Capital
Business Update
Our Two Segments (1) 13 58% of Total Revenue 54% of Total EBITDA Contribution Digital Media FINANCIAL OVERVIEW 42% of Total Revenue 46% of Total EBITDA Contribution Cloud Services FINANCIAL OVERVIEW 1. Figures are adjusted non-GAAP and adjusted EBITDA margins are before corporate allocation. See slides 29 and 30 for a GAAP reconciliation
Display & Video Ads ~21% of J2 Revenue 31B+ page views/year 6B+ video views/year • Ads running on O&O and affiliate sites • Priced based on ads served • Ad creative generally supplied by client Performance Marketing ~20% of J2 Revenue 240MM+ clicks delivered/year 1.9MM+ leads generated/year • Delivering “buy now” clicks from O&O sites • Generating sales & marketing leads for enterprise vendors • Priced based on CPC, CPL or CPA Subscription ~13% of J2 Revenue 500K+ consumer subscriptions 200+ enterprise customers • Consumer subscription of content and services • Enterprise Data-as-a-Service offerings • Recurring job posting services and ongoing IP licensing All figures are as December 2020 14 Digital Media Business Model
SoHo Subscription SMBE Subscription ~22% of J2 Revenue Customers ~2.8MM ARPU/Mo ~$9.95 • Subscription services for emerging businesses • Digital services: cloud fax, soft phone, file sync, email marketing and anti-virus • Customer acquisition mostly through online channels • Strong recurring revenues, with the majority of the revenue mix fixed ~24% of J2 Revenue Customers(1) ~230k ARR ~$1,500 • Enable secure document delivery and compliance with privacy laws like HIPAA • Fully managed & monitored backup and disaster recovery • Endpoint security and spam and email virus filtering • Customer acquisition mostly through channel and direct sales 1. SoHo Customer count is a mixture of DIDs and Customers; Fax Web or Consumer DID equating to a Customer, and Voice and Backup are Customers | All figures as of December 2020 15 Cloud Services Business Model
161. See slide 28 for a GAAP reconciliation of adjusted EBITDA for the Company Consolidated Financial Snapshot (1)
17 Adjusted EBITDA and Free Cash Flow (1)(3) 1. See slides 27 and 28 for a GAAP reconciliation of Free Cash Flow and Adjusted EBITDA 2. Figures are adjusted non-GAAP 3. Free cash flow decreased primarily due to additional tax payments during Q2 2021 in comparison to the prior comparable period in the amount of $27.6 million. In addition, the Company experienced higher collections of receivables generated in Q4 2020 in Q1 2021 in comparison to collections in Q1 2020. Accordingly, a higher portion of collection activity from the prior year was collected in Q2 2020 related to Q4 receivables in comparison to the current quarter. Also, the Company had additional capital expenditures in comparison to the prior comparable period in the amount of approximately $7.8 million.
2021 Guidance (Forward-Looking Statement) 18 J2 has raised its full-year guidance of Revenues, Adjusted EBITDA and Adjusted non-GAAP EPS (1)(2)(3) (1) Figures are adjusted non-GAAP, and exclude our B2B Backup and UK Voice businesses (2) 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; assumed share count includes in the impact of an additional 3.0 million shares of J2 Global common stock in connection with the settlement of the 3.25% Convertible Notes (3) The Company has not reconciled the non-GAAP Business Outlook 2021 Adjusted EBITDA, Adjusted non-GAAP earnings per diluted share, and tax rate information 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 forecasted revenues and costs primarily related to acquisitions and taxation, which are potential adjustments to future earnings, and the uncertainty as to when or if the B2B Backup Business will be sold. We expect the variability of forecasted revenues and costs to have a potentially unpredictable and significant impact on our future GAAP financial results
Supplemental Information
20 Q2 2021 Consolidated Financial Snapshot (1) 1 Figures are adjusted non-GAAP; See slide 31 for a reconciliation of the pro-forma adjustments for excluded assets consist of certain Voice assets in Australia and New Zealand that were sold in the third quarter of 2020, certain Voice assets in the United Kingdom that were sold in February 2021, and the certain assets of the Company’s B2B Backup business, which it expects to sell 2 See slides 26, 28-30 for a GAAP to non-GAAP reconciliation of adjusted gross profit, adjusted EBITDA and adjusted earnings per diluted share for the Company
21 Q2 2021 Financial Snapshot By Business (1) 1 Figures are adjusted non-GAAP; See slide 31 for a reconciliation of the pro-forma adjustments for excluded assets consist of certain Voice assets in Australia and New Zealand that were sold in the third quarter of 2020, certain Voice assets in the United Kingdom that were sold in February 2021, and the certain assets of the Company’s B2B Backup business, which it expects to sell 2 See slides 26, 28-30 for a GAAP to non-GAAP reconciliation of adjusted gross profit, adjusted EBITDA and adjusted earnings per diluted share for the Company
Ziff Media Group Gaming Broadband B2B Pregnancy & Parenting Consumer Professional Digital Media Segment 22 J2 Structure Cloud Fax SMB Enablement Cybersecurity Cloud Segment
Consolidated Metrics 23 1. See slide 26 for a reconciliation of non-GAAP earnings and EPS to GAAP Net Income and diluted GAAP EPS 2. See slide 27 for a definition of Free Cash Flow and reconciliation to Net Cash Provided by Operating Activities 3. See slide 28 for a definition of adjusted EBITDA and reconciliation to Net Income 4. Figures are adjusted non-GAAP
Cloud Services & Digital Media Metrics 24 1. Cloud Services revenue includes IP Licensing revenue; Q3 2020 Cloud Services Revenue excludes $1.0MM in projected September revenues and $0.3MM in September EBITDA for the divested Voice ANZ asset; all periods include the B2B Backup and UK Voice businesses 2. Cloud Services Customers are defined as paying DIDs for Fax & Voice services and direct and resellers’ accounts for other services 3. Quarterly 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 quarter; Q2 2019 assumes NetProtect acquisition closed on March 31, instead of April 2, 2019 4. User cancel rate, also called user churn, is defined as cancellation of service by Cloud Business customers with greater than four 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 5. Digital Media Traffic figures based on Google Analytics & Partner Platforms; To more accurately reflect customer activity at Ookla, we have shifted to using tests as the basis instead of Google Analytics, resulting in pro-forma adjustments to data from Q4 2019 through Q4 2020
25 Return on Invested Capital (ROIC) Calculation (in Millions) Cumulative Spend (1) Adjusted EBITDA (2)(3) Cumulative Spend / Adjusted EBITDA (3) Free Cash Flow (FCF) (3) Cumulative FCF (3) since 2008 Invested Equity Capital (IEC) (4) ROIC FCF (3) / IEC (4) IEC (4) & Net Debt (5) ROIC FCF (3) / (IEC (4) & Net Debt (5) ) 2014 $920.5 $262.6 3.5x $171.5 $945.6 $513.1 33.4% $672.7 25.5% 2015 $1,209.1 $333.3 3.6x $223.2 $1,168.8 $580.9 38.4% $926.5 24.1% 2016 $1,671.8 $396.1 4.2x $267.9 $1,436.7 $659.8 40.6% $1,137.6 23.5% 2017 $2,052.7 $463.0 4.4x $264.8 $1,701.5 $718.2 36.9% $1,419.8 18.7% 2018 $2,315.2 $489.5 4.7x $344.9 $2,046.4 $722.8 47.7% $1,526.5 22.6% 2019 $2,742.6 $550.2 5.0x $350.4 $2,396.8 $802.4 43.7% $1,675.3 20.9% 2020 $3,260.7 $615.7 5.3x $407.7 $2,804.5 $744.5 54.8% $2,080.8 19.6% 1. 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 Flow; Average is the current year’s ending balance and previous year’s ending balance divided by two 2. 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. See slide 28 for GAAP reconciliation to adjusted EBITDA 3. Figures are adjusted non-GAAP 4. Investment Equity Capital defined as Initial Equity plus GAAP Net Income less Dividends less Buybacks 5. Net Debt defined as Total Debt less Cash
Q2 2021 Reconciliation of GAAP to Adjusted Non-GAAP Earnings & EPS (1) 26 Non-GAAP net income is GAAP net income with the following modifications: (1) elimination of share-based compensation; (2) elimination of certain acquisition related integration costs; (3) elimination of interest costs in excess of the coupon rate associated with the convertible notes and overlapping interest of senior notes prior to extinguishment; (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 expense/benefit from prior years; (7) elimination of gain on sale of assets; (8) elimination of intra- entity transfers; (9) elimination of lease asset impairments and other charges; (10) elimination of Consensus spin costs; (11) elimination of goodwill impairment on business; and (12) elimination of dilutive effect of the convertible debt
GAAP Reconciliation - Free Cash Flow (1)(2)(3) 27 1. Free Cash Flow is defined as net cash provided by operating activities, less purchases of property, plant and equipment, 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 purposes; The free cash flows in 2016, 2017, 2019, and 2020 are before the effect of payments associated with certain contingent consideration associated with recent acquisitions 2. Figures are adjusted non-GAAP 3. Free cash flow decreased primarily due to additional tax payments during Q2 2021 in comparison to the prior comparable period in the amount of $27.6 million. In addition, the Company experienced higher collections of receivables generated in Q4 2020 in Q1 2021 in comparison to collections in Q1 2020. Accordingly, a higher portion of collection activity from the prior year was collected in Q2 2020 related to Q4 receivables in comparison to the current quarter. Also, the Company had additional capital expenditures in comparison to the prior comparable period in the amount of approximately $7.8 million.
28 1. Adjusted EBITDA is defined as net income plus interest and other expense, net; income tax expense; depreciation and amortization and the items used to reconcile GAAP to Adjusted Non-GAAP EPS. Adjusted EBITDA amounts are not meant as a substitute for GAAP, but are solely for informational purposes 2. Figures are adjusted non-GAAP GAAP Reconciliation - Adjusted EBITDA (1)(2) (Figures in Millions)
29 1. Figures are adjusted non-GAAP Q2 2021 Reconciliation of GAAP to Adjusted EBITDA (1) NOTE 1: Table above excludes certain intercompany allocations Figures in Thousands Cloud Services Digital Media Corporate Total Revenues GAAP revenues 175,283$ 253,761$ -$ 429,044$ Gross profit GAAP gross profit 137,094$ 228,622$ (9)$ 365,707$ Non-GAAP adjustments: Share-based compensation 115 2 - 117 Acquisition related integration costs 32 4 - 36 Amortization 349 - - 349 Adjusted non-GAAP gross profit 137,590$ 228,628$ (9)$ 366,209$ Operating profit GAAP operating profit 63,034$ 44,106$ (12,856)$ 94,284$ Non-GAAP adjustments: Share-based compensation 1,429 1,784 3,038 6,251 Acquisition related integration costs 1,169 125 - 1,294 Amortization 10,713 37,483 45 48,241 Lease asset impairments and other charges 277 6,195 - 6,472 Consensus spin costs - - (992) (992) Adjusted non-GAAP operating profit 76,622$ 89,693$ (10,765)$ 155,550$ Depreciation 4,925 11,492 - 16,417 Adjusted EBITDA (1) 81,547$ 101,185$ (10,765)$ 171,967$
30 1. Figures are adjusted non-GAAP Q2 2020 Reconciliation of GAAP to Adjusted EBITDA (1) NOTE 1: Table above excludes certain intercompany allocations NOTE 2: Table above has been recast to remove the impact of certain expenses associated with the Corporate entity that were previously allocated to the Cloud Services and Digital Media businesses
Reconciliation of Non-GAAP to Pro-Forma (Figures in Thousands, except per share amounts) 1. Adjustments for excluded assets consist of certain Voice assets in Australia and New Zealand that were sold in the third quarter of 2020, certain Voice assets in the United Kingdom that were sold in February 2021, and the certain assets of the Company’s B2B Backup business, which it expects to sell
32 Select History of Deals (1) 1. Companies are a sample of key acquisitions; timeline based on calendar year
33 Fair businesses at great prices • Improve acquired company’s margins through “shrink to grow” • Build from the profitable core, developing new revenue streams Great businesses at fair prices • Accelerate sales and product development • Provide access to our capital • Leverage our marketing assets Clear and consistent hurdle rates • Purchase Price / Adjusted EBITDA multiple of 5x after 12-24 months • Target internal rate of return of 2-3x our cost of capital Transaction Criteria
34 Areas of Acquisition Focus Subscribers Acquire and migrate competitor’s subscribers Minimal infrastructure costs of migrated services Traffic Strong traffic profiles, but under-monetized Generate commerce, lead-gen, data and subscription revenues Platform New service or content verticals Future acquisitions will primarily consist of tuck-ins or bolt-ons
35 Programmatic Acquirers Significantly Outperform Indices 1. Indexed results since 2009 based on Market Cap of Serial Acquirers; through 12/31/2020 0% 200% 400% 600% 800% 1,000% 1,200% 1,400% 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Serial Acquirers DJIA NASDAQ S&P 500
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