Ziff Davis Inc (ZD) 2016 Q3 法說會逐字稿

Greeting and welcome to the j2 Global Q3 2016 earnings conference call. (Operator Instructions).

It is now my pleasure to introduce your host Mr. Scott Turicchi, President of j2 Global. Thank you, Mr. Turicchi, please go ahead.

Thank you. Good afternoon and welcome to j2 Global's investor conference call for the third fiscal quarter of 2016. As the Operator just mentioned I'm Scott Turicchi, President and CFO of j2 Global and with me today is Hemi Zucker, our Chief Executive Officer.

As you know, this a very exciting time for j2. We will report on our Q3 results, which is another strong quarter, with continued year-over-year increases in our revenues, EBITDA and non-GAAP earnings. And then we will briefly touch on our proposed acquisitions of Everyday Health.

As a result, our Board has increased the quarterly dividend by one penny to $0.355 per share. We'll use a presentation as a road map for today's call, a copy of which is able at our web site. When you launch the webcast, there was a button on the viewer on the right hand side which will allow you to expand the size of the slide. If you have not yet received a copy of the press release, you can access through you our corporate web site at j2global.com/press.

In addition, you'll be able to access the webcast from this site. After we complete the presentation, we'll conduct a Q&A session. At the time the operator will instruct you regarding the procedures for asking a question. However, at any time you may email questions to us at investor@j2global.com.

Before beginning our prepared remarks, I will read the Safe Harbor language. As you know this call and webcast includes forward-looking statements. Such statements may involve risks and uncertainties that would cause actual results to differ materially from the anticipated results.

Some of those risks and uncertainties include but are not limited to the risk factors that we have disclosed in our SEC filings, including our 10K, recent 10Q filings, various proxy statements and 8-K filings, as well as additional risk factors that we have included as part of the slide show for the webcast. We refer you to discussions in those documents regarding Safe Harbor language, as well as forward-looking statements.

In addition, as you know, through our Ziff Davis subsidiary, we have recently entered a merger agreement to acquire Everyday Health. this transaction will be completed through a tender offer. As a result, I need to read you some language regarding the tender offer. The tender offer described in this communication known as The Offer has not yet commenced.

And this communication is neither an offer to purchase, nor a solicitation of an offer to sell any shares of the common stock of Everyday Health Inc, known as Everyday Health or any other securities. this communication is for informational purposes only. The offer is not being made to, nor will tenders be accepted for or on behalf of holders of shares in any jurisdiction in which the making of the tender offer or the acceptance thereof would not comply with the laws of that jurisdiction.

On the commencement date of The Offer, a tender offer statement on scheduled TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission, the SEC. The offer to purchase shares of Everyday Health, common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as part of the schedule TO.

Note investors and security holders are urged to read both the tender offer statement and the solicitation recommendation statement regarding the offer. As they may be amended from time to time when they become available because they will contain important information.

The tender offer statement will be filed with the SEC by Project Echo Acquisition Corps, a wholly owned subsidiary of Ziff Davis, LLC. Ziff Davis, LLC a wholly owned subsidiary of j2 Global, Inc and j2 Global and the solicitation recommendation statement will be filed with the SEC by Everyday Health. Investors and security holders may obtain a free copy of these statements, when available, and other documents filed with the SEC at web site maintained by the SEC at www.SEC.gov or by directing such requests to Laura [Hinsen] at laura.hinsen@j2.com.

Sorry for that lengthy message, but we had to do that now let's turn to slide six and I'll quickly highlight the financial results for the third fiscal quarter and give some commentary before handing it over to Hemi.

We had third quarter record results in revenue at slightly in excess of $210 million or up 17.6% versus Q3 of 2015. Our adjusted EBITDA for the quarter was $95.4 million or up 13.2% versus Q3 of 2015. We continued on our M&A program, creating four Cloud acquisitions in the third fiscal quarter.

Hemi will give you some commentary on those in his part of the presentation. Specifically the Cloud segment had revenues of $143.3 million or growth of $17 million or 13% versus the prior year. As you know, we break out into different components, our Cloud Connect or fax and voice revenue grew by $3 million or 3.5% versus the prior year, our other Cloud Services revenue grew by $14 million or 39%.

We maintained a healthy adjusted EBITDA margin of 52.1%. Our ARPU reached $15.28, which is the highest since Q3 of 2008 and that was despite weakness in the British Pound of $3.5 million year-over-year and $1.8 million on a quarter-to-quarter basis or $0.13 and $0.23 respectively.

Our Digital Media business posted $66.7 million of revenue, up 28% year-over-year and an adjusted EBITDA margin of 36%. Now briefly on slide eight, as you know, we take our two segments and we break them down into some components. So I'll briefly comment on Cloud Connect, the fax and voice business.

What I would note there is, as I just mentioned, there was revenue growth of about 3.5%, I'd like to comment, though, on the margin. Of Q3 of 2015 was anomalous at 59%, if you look back over the last five fiscal years, the range of our margins for the cloud connect business has been between 54% and 57%. So the current quarter results of 55% are in line with that.

Having said that, we did see some effect from Brexit, on both the top and EBITDA line, for the cloud connect business, and some increase in our bad debt expense. The other Cloud Services grew by 39% year-over-year, to slightly under $50 million of revenue, and the EBITDA grew by 70%, to $23.7 million, maintaining in the aggregate a 48% EBITDA margin. To remind you, that's our backup business, our email security and our email marketing business.

IP licensing was roughly flat at $1 million in revenue. Although given some investments in the most recent portfolio the EBITDA margin was somewhat lower than the year ago at 40%. So the total for the Cloud segment was $143.3 million of revenue, $74.6 million of EBITDA or 52.1% EBITDA margin.

As I mentioned our digital media business grew about 28% on the top line to $67.8 million, at slightly under $24 million in EBITDA or an 18% growth and a 36% EBITDA margin. I would note that in the case of digital media, the change in margin, year-over-year, had to do primarily with the various timing of business develop and licensing revenue, which existed in Q3 of 2015 to a greater degree than Q3 of 2016. Some higher costs for our video and social media initiatives, as well as our investments in video content development, and Ookla.

Finally, the parent actually had somewhat lesser costs this year of little in excess of $3 million, versus $3.6 million in the year-ago quarter. Summing that all up, j2 Global Consolidated had $210.1 million of revs or growth of 18%, EBITDA of $95.4 million, growth of 13% and adjusted net income of $60.6 million or growth of 20%. Adjusted non-GAAP EPS of $1.25 per share, and GAAP EPS of $0.95 per share. Growths of 20% and 22% respectively.

I'll now turn over the call to Hemi on slide ten, who will give you a little bit more detail by each business segment.

Thank you, Scott. Good afternoon, everybody.

I will start, as Scott said, on page ten with our Cloud Connect business unit. Q3 2016 revenues were up to $92.6 million, 3.5% versus Q3 of 2015. Annual run rate for our fax and voice business is now $380 million, which is 6% year-over-year. Fax revenue was $77.3 million for the quarter, up 1% versus Q3 2015. Led mostly by premium brands in corporate fax.

Fax revenue represents now 37% of consolidated Q3 revenues and was 44% of the consolidated adjusted EBITDA. Last year fax revenue was 43%, so down from 43% to 37% of the consolidated revenue. Fax continued to grow, but the rest of the business is growing faster, so, therefore, faxes percentage of revenue continues to decline.

Last month, in October, we acquired a company called Phone Books Australia, to now be consolidated with our (inaudible) voice business in Australia. Our Cloud Connect subscriber base grew to 2.4 million DiDs, which is 3% up versus Q3 2015. This represents an average of 4% annual growth since 2011.

In July, we acquired a company called MaxEmail that is now fully migrated and integrated in j2 systems all during Q3. Let's go to slide 11, when I will talk about Cloud Backup. Revenue for our Cloud Backup was up to $29.5 million, which is 69% up versus Q3 2015.

Adjusted EBITDA of $15.2 million, 124% versus Q3 2015. Adjusted EBITDA margin of 50% plus, versus approximately 39%, last year in Q3 2015. We have completed three acquisitions in Q3. And ten acquisitions from the beginning of 2016. We are planning additional investment that will be partially offset by savings from [beta center] consolidations and we are -- as we are positioning our Cloud Connect Backup -- sorry, Cloud Backup for further growth.

Here below we are showing the four brands of the Backup business, KeepItSafe, mostly a global and international customer base. SugarSync, mostly US, some Canadian, some France, and some Japan, LiveDrive, which is UK-only and LiveVault, which is US-only. Next, slide 12. When I talk about our email, email security. Q3 2016 revenue of $11.2 million, year-to-date revenue of $35.2 million, which is 4% versus prior year. 2016 year to date adjusted EBITDA of $12 million, which is 17% versus last year.

The email security business, which is called FuseMail, has two major missions this year. One in the US, called Excel Micro, to migrate and to deal with the end of life of McAfee, which is in -- generally 2017. We are making great progress towards item migrating to another reseller or most of them to be migrated to FuseMail's own product. In Denmark and Sweden, our task force to migrate the customer from (inaudible) to StaySecure into the FuseMail brand (inaudible).

I'm happy to announce that this was completed and now in the [Nordics] we are selling under FuseMail and we also experienced double digit revenue growth in the Nordics, which is 17% up versus Q3 of 2015. Now let me talk about email marketing. Email marketing revenue was $7.7 million, 38% up versus Q3 2015. An annual rate of $31 million, this is 38% versus prior year.

Q3 2016 adjusted EBITDA $4.5 million, which is 73% more in Q3 2015. Our Q3 2016 adjusted EBITDA is 58% versus 46% in Q3 of 2015. Campaigner also won two gold (inaudible) international business award, the first one Best Customer Service Department and the second one Best Customer Service Team. We also made a small acquisition, a company called Unified Email, a small SNTP relay company that we acquired recently.

Now let me talk about Digital Media and slip to slide 14. In our Digital Media Business we had another strong quarter. Revenues grew 28% to $67 million and EBITDA grew 18% to $24 million. As we mentioned last quarter, media Q2 revenue benefited from a timing -- of the timing of some licensing and business development deals. Which actually explained why Q3 revenue was slightly down, on a sequential basis.

EBITDA margins were slightly lower based on increased partner payments. (Technical difficulties - lost audio) as more and more of our revenues are shifting towards platforms like Facebook and Snapchat. These have a negative impact of our margin. Having said that we still believe that full-year margins for our media business, percentage wise, will be in the high 30s.

As for traffic total multi-platform visits were up, very healthy 42%. Our performance marketing grew 47% versus last year, and this is highlighted by 68% increase in -- delivered to our eCommerce partners. During Q3, we launched a coupon code section on PCmagizine.com.

This is a result of full collaboration with our Offers.com business and Pcmagizine.com. The idea here is to be able to leverage the strong domain authority of PC Magazine's to rank higher in SCO, search optimization for key coupon terms. Now let me talk about Ookla, also known as speed testing. We launched our second data service business named B2B Signals, our first data service business was Speed Test Intelligence and now we added B2B Signals. B2B Signals, in a nutshell, allows venders to target the right contact and navigate directly to their prospects.

Ookla Speed Test continues to grow. The mobile app was installed on additional new 15 million devices during Q3. And Speed Test launched new Chrome extension in the Chrome store. This already generated 258,000 installed and 1.2 million test, which will have future (inaudible) opportunity for us.

Now let's go to slide 15. IGN. IGN continues to show impressive gains in shift to being the video first. In fact, in Q3 IGN generated as much videos add revenue as it did on display. Total video views across all platforms grew 88% to $895 million. Our subscribers on YouTube grew to $9.2 million, our social followers grew to 19.5 million and our mobile and over-the-top app installs are at 14.5 million.

Together this represents our ability to continue to distribute and monetize our video content, which is both view demand and life. On the business front, we re-launched the gig.com, with a new site design and bringing more focus to geek culture and tech. This site was launched ad-free and sponsored by Microsoft. In August, we also re-launched IGN Africa for South Africa and southern parts of Africa continent.

Thank you. Now we'll go to Scott.

Thank you, Hemi.

On slide 17, I'd like to give you a brief update on Everyday Health. We don't intend to say too much at this point, as you're going to hear we're about to launch the tender offer. And at the time that we actually are successful in acquiring Everyday Health, we will then be prepared to discuss our plans in greater detail.

We do think it would be helpful for you to at least understand the context in which we entered into the merger negotiations and ultimately agreed upon a specific price to acquire Everyday Health. I think the key thing to understand, and you heard us talk about this before, is within the Digital Media space, we have explored other verticals to enter over the last four years that we have been in this space.

As you know, the key here is to help audiences make informed decisions. They tend to be more engaged and more monetizable in terms of the traffic. We believe this is absolutely the case within the health care vertical. There's nothing more precious to most people than their own health.

So Everyday Health is a key player within this core vertical. Secondly, as we went through the diligence, we believe there are good synergies on the operational side between the two businesses. Things that we can learn from them specifically about the expertise they have in the space, as well as things they can learn from our side of the business, in terms of performance-based marketing.

So we will look forward to working with the two teams to get the best out of both. The specifics of the transaction are as follows. A tender offer, which will commence tomorrow, is for all of the outstanding common stock of Everyday Health at $10.50 per share.

Assuming no extensions, that tender offer will expire on December the second, and the earliest date we'd be prepared to close would be Monday, December the fifth. We've made the necessary Hart-Scott-Rodino filings on October 27th. So we should be clear of that, well before December the second.

The total proceeds needed to close the transaction are $470 million. This is about $350 million to acquire all of the outstanding equity, there's about $116 million of debt, and then there are various fees and expenses as part of the transaction. We will fund this primarily through our cash on hand, I think as Hemi noted, we have about $380 million at 9/30 of cash available. But we'll also put in place a new revolver.

We have received a commitment from a financial institution for this revolver, but we are in the process of negotiating a larger commitment for a larger credit facility. And then finally Everyday Health will announce their own Q3 results on November the eighth.

We're just noting that they have guidance that is out there for the full fiscal year of between $252 million and $260 million of revenues and adjusted EBITDA of between $43.6 million and $47.6 million. As you can understand, they're in a quiet period, so there's no commentary by us or them on this guidance. But we just want to alert you to it.

And then finally on the right-hand side of the page are the five core properties that are part of the acquisition, encompass Everyday Health. There's EverydayHealth.com, which is more consumer facing to learn about various conditions, Med Page Today, which is really geared towards physicians.

What to Expect, everything about pregnancy and what happens after the baby is born. Tea Leaves, with I which is a CRM tool for hospitals, primarily for their marketing and Cambridge Biomarketing, which is an ad agency, primarily catering for what we call orphan drugs or drugs catering to very nichie illnesses.

Some finally on slide 18, we are re-confirming our guidance, as Hemi noted in the comment, in the press release. We are trending toward the high-end of the range, our just a the non-GAAP EPS, however, as you know, our philosophy is not to change the range unless there's clear evidence that we'll be at the higher end of the range. That not being the case at the moment, we're re-confirming the revenues of between $830 million and $860 million and the non-GAAP EPS of between $4.70 and $5.00 per share.

I would note this guidance does not include anything from Everyday Health. So if and when that transaction closes in December, we will then at that time make any adjustments if necessary and provide an update. And then finally, as you know, on slide 19 and following are a variety of both metrics for the individual businesses, as well as reconciling tables of the various closest GAAP measures to the various non-GAAP measures we've used in this presentation.

And at this time I would ask the operator to come back and instruct you how to queue for questions.

Thank you, Scott. (Operator Instructions). Our first question comes from the line of Shaym Patel with SIG. Please go ahead.

Hi, guys, good afternoon. It's Shaym. First question, how is the quarter relative to what you guys were expecting internally? And, Scott, what was the total kind of Brexit/Pound impact to those expectations, you know, to revenue, EBITDA and EPS in the quarter?

So I would say that our -- the quarter is basically in line with our expectations. Obviously we did not budget anything in terms of currency volatility related to Brexit. To remind you, year-over-year, meaning Q3 of 2015 to Q3 of 2016, it's a $3.5 million impact across the whole company, almost all of which is born by the Cloud business.

And on a quarter-to-quarter railroad sequential business, about $1.8 million. So I say on a normalized basis, the quarter would be right in line with our expectations. As we mentioned in Q2, we expected media to be down a little bit sequentially from Q2 to Q3 because of the timing of some business development, licensing payments that, you know, we knew would not repeat in Q3, but were booked in Q2.

Got it. And those head winds, do they flow down to EPS and profitability or was there a natural hedge there?

It's partial. So I gave you the revenue head winds, since most of this is Cloud, pretty much half of that, whether you're looking year-over-year sequentially, affects EBITDA. So we have expenses in a variety of currencies, in this case, most notably the British Pound, but because we are profitable, pretty much half of that revenue head wind is a head wind against EBITDA and then it flows down from there to EPS.

Great. Thank you. And on Everyday Health I know you're going to be living in what you can say there. Looks like a solid vertical expansion play within Digital Media. Just curious when you look at kind of additional areas of vertical expansion within Digital Media, how many other areas of this do you see as realistic, just trying to get a sense of what the other runway could look within other verticals for you guys.

Let me make one statement. Assuming we acquire Everyday Health, we obviously have a big transaction, a lot of work to do here in terms of not just Everyday Health, but within this vertical. There's a lot of opportunities within the health care vertical, as well as the continuing things we do in tech and games.

So I would not necessarily be anticipating vertical expansion in the near future. Having said that, the process by which we came to the health care vertical, did encompass and does encompass other verticals, we have talked about some of these in the past that meet in similar profile of the content being very influential in aiding and decision making. Certainly there's the finance vertical that would be true.

The auto vertical would be another one where that is true and then there's some derivatives of certain spaces, maybe the space as a whole, not the case, there's derivatives of that. So here are, probably, a handful more verticals that would be of high degree of interest for us to go into, but I would say this. Over time. Okay. Right now probably for the next 12 months, assuming that Everyday Health closes before the end of this year, that's going to be the media group's primary focus for 2017.

Good. And do you expect a 4Q close for Everyday Health?

Yes. yes. Whether it can close as early as December the fifth, will be a function of, you know, we will be ready from a practical standpoint, if the shares are tender and other conditions are met to close that early, whether that will be the case, we'll have to wait and see. But I would expect it will close definitely by year end.

Okay. Great. Lastly on Cloud, maybe, Hemi, I can ask you this. But when you look in the Cloud business, you have, you know, portfolio of various businesses, some which are growing nice organically, some which are just naturally slower growth organically. How do you think about just running some of the slower growth businesses for cash versus trying to grow them, just kind of curious how you think about that philosophically?

Thank you for the question. So fax continues to grow, but, you know, we all know that one day it will slow down and then it will be plateau and then it will decline. We are already talking about what to do at this stage.

What we will do, is shift the people that we have and the resources toward other parts. In the Cloud Connect division itself, voice is growing. So the talent is very similar. Now looking toward into the other -- the fastest growing, albeit the smaller, is email marketing, then backup and then the email security.

All of those are all focused about EBITDA. So I want to let you be assured that we're already thinking about it. We are not going to, you know, to chase an area where opportunities smaller than the other opportunities.

So basically all the cloud services and the cloud connect are in a way connected to the opportunity and as things will start to shift and naturally we will shift the resources and we are built like that from the get-go. Did I answer you?

Yes. That's helpful. Thank you, guys.

Thank you.

Thanks.

And our next question comes from the line of Jon Tanwanteng with CJS Securities. Please go ahead.

Good afternoon, gentleman. Thanks for taking my questions. Assuming Everyday closes, any thoughts on the magnitude and timing of synergies and margin improvements, especially given its size and maturity compared to what you've got with past with M&A.

No. We'll comment on that when the deal closes, assuming it closes

Okay. And assuming it does close, how --.

The only comment I would make is that the price we are paying and the plan that we have is consistent with our philosophy of driving the returns on the invested capital. But in terms of the actual detail behind that, you'll have to wait until the deal closes.

Okay. Fair enough. And how should we think of your capacity from, you know, both a personnel and a financial standpoint to go after more acquisitions in the near future? Again assuming that Everyday does close?

Assuming it closes, look, we will -- we'll have ample cash with the addition of the revolver, not only to close the deal, but to have some excess capacity. I think it's fair to say if Everyday Health closes, that will consume the media portion of our business for the better part of 2017.

Obviously it does not affect the Cloud business at all from a personnel standpoint. So I think you should expect to see, under the assumption that it closes, that certainly for the first six to nine months of 2017, most if not all of the deals will be in the Cloud area. And I don't see us, given the size, the average size of deals the Cloud does, I don't see us being financially impeded and certainly we're not going to be operational impeded.

And to remind you, we are generating now cash in the magnitude of $270 million to $280 million a year.

I think a little lower.

Lower?

60-ish.

Yes. And with that we will generate more. So it gives us more buying power immediately.

Also, too, we're very lightly levered, even in what is expected to be say upwards of $170 million to $180 million draw down into the revolver to close this transaction. Or if we inherit their debt, it would end up being about the same.

But if you add that amount of debt pro forma to what we have today, relative to our EBITDA, it's still very lightly levered. So I feel comfortable that we could take that leverage up somewhat, to generate either additional cash on the balance sheet, or through lines of credit, have the availability.

Got you. Thanks. And Hemi, can you touch, just very quickly, on the uptick in the cancel rate both from a sequential and maybe a year over year basis and what you think went into that and if you see those trends continuing?

Yes. No, I don't see the trend continuing. During Q3, we have done two things. One we did and one happened to us. The thing that we did is, we decided to raise prices, most of them in the UK and LIBOR.

We had old customers that we could not agree to the pricing and doing it we lost some all-time customers, but all in all net revenue went up. So this is something that was self-inflicted, if you want to say. You know, if you lose 2,000, 3,000 customers through this, you know, one point there, and another thing that happened to us, as you all know, Costco canceled a bunch of American Express credit cards.

And some of them have been on the business, small business side of our old Fox customers and we were not able to recover all of them and that also aided the -- Yes, it was a factor there. But I don't -- most of those things don't look like they are here to stay.

We are continuing, all the time, through the acquisition unless we get more time and attention to find those low-paying customers, especially, you know, on some of the bigger consumer and mostly on the fax and voice and we do the calculation, we do test. And if we can increase the price by 50% and lose 10% of the customers, it's a good trade. So that's what you're seeing.

Got it. Thank you very much.

You're welcome.

Our next question comes from the line of James Fish with Citigroup. Please go ahead, sir.

Hi, Hemi, Hi, Scott. Thanks for the questions here.

Sure.

You guys talked a little bit about the partner payments this quarter. I was curious as to what the impact of the partner payments was on the quarter. And should we expect this to continue? And then secondly, on the Digital Media side while I've got it, why was monetization on Digital Media down as much as it was this quarter?

Let's start with your first question. Then we'll come back and ask you by what metric you posit your second question. So let's start with the first question. So I think that in terms of the partner payments, we're talking about a few million dollars incrementally year-over-year.

Where they were virtually nil in Q3 of 2015 and in short answer to your yes, to the extent we continue to pursue, when I think the answer is we are, we are making investments, people wise and otherwise into these third-party platforms. We're referring to things like Snapchat, Facebook, et cetera, that those partner payments will continue, in fact, they're probably likely to grow.

So the implication is that we have a somewhat lower margin on that book of business, then we do say directly to our web site. Because of that partner payment.

So I saw a little bit of decline, if you will, in the video partner margin from Q3 of 2015, where it was very modest to Q3 of 2016, where it was somewhat more impactful. But having said that, I don't think it's a big -- at this point a big driver in the overall scheme of our margin structure.

It may create a little bit of fiction as you're seeing now of a point or two, but I don't think it's major in terms of the overall margin structure of our media group.

Also to remind everybody, Snapchat is new, Facebook is new. YouTube is another place that we do well and we keep a larger portion of the revenue.

I think as thing mature, they will find more ways to monetize, you know, the Facebook and the Snapchat to move them to (inaudible) activity when we can generate more revenue and, plus, they will have to figure out better deals with us. And we are going to work on it. It is just that as you know, there's a big shift in media.

And we are proud and happy that we are major players on both Facebook and Snapchat, basically getting the plays of other players there. So, first of all, the most important thing, as you see the increase on visits and viewers is like 40% and 50% and 60%. And like high percentage.

If you see in the metrics, how we grew from Q2 to Q3, 20 some percent in one quarter, this is all attributed to those places when we get a lot of exposure, we now need to find ways to better monetize them, but it's in the -- we are in much better shape to be up there, versus not being there.

I think that may be addressing your second question. I'm not sure exactly how you calculate it. If you did sort of revenue divided by either visits or page views, you probably came up with the nature of your question.

I think so. I think you are looking into --

Let him answer.

Sorry.

Is that correct?

Yes. You guys are right. I mean, if I calculate that, it's 46 for the quarter versus 60 last quarter and 51 the year before.

Right. There's a couple different issues. I think Hemi hit the nail on the head. There's a lot of new page views and visits that in the very early stage, they're nascent in terms of the way they will monetize and the full potential of their monetization. The other thing that's going on is we do have streams of revenue that don't actually correlate well or at all with the visits and the page views.

So while I would say that that's not a -- I wouldn't dissuade you from doing what you're doing, which is taking revenue and dividing it by visits and page views, I'll also tell you that it's not a perfect metric for understanding what's going on within the business. Because the business is becoming more complex with multiple streams of revenue and different things are going on within each strain.

Yes. Just to help everybody else, because on page 21, it says the views move from (inaudible) $4.2 million to Q3, $5.4 million, which is huge jump in one quarter. And this is attributed to those special channels, when, you know, not all views are equal, but we're definitely excited and very happy, because now we will be able to monetize it and basically, you know, become dominant player in those places.

So it is on us to turn it to better monetize, but the first mission was to become the number one there, which we are very happy to demonstrate by those statistics.

Got it. And then I don't know how much you guys can talk about this. What kind of rate and capacity should we be thinking about this new revolver and potentially larger commitment, and do you expect any restrictions as to the leverage? I think, Scott, you said before like three times, sort of the ultimate ceiling that you would have.

Correct. That's an internally post condition. So in terms of the revolver, right now as you know, interest rates are low. I think we're talking about a revolver, my goal is in the $225 million range.

So say we have some excess capacity beyond what we may draw down to actually close Everyday Health. These days I think I think LIBOR plus 200 interest rate, know where we're at right now, I would say no material convents that would influence the way we behave. So will there be a total debt test, yes.

But the numbers right now are north of three times and since we don't have a need or desire to go to three or north, I don't see that as being real impediment. I would also say that I don't necessarily look at this being a permanent facility. You know, we are presumably going to close this transaction, basically within 30 days.

So we wanted to make sure that we had sufficient funds, not only to close the transaction, but also to continue to fund Cloud M&A, as well as other corporate activities of j2, working capital, etcetera. I think, as you know and you have guys have pointed out before, we still have the 8% notes out at the Cloud level, that are cullable at 104. So what I would anticipate is a -- what I'll call a more comprehensive refinancing at some point, whether it will occur this year or next year, I don't know.

That will be subject to in part the timing of closing of Everyday Health, market conditions, and some other factors. But I would look at a comprehensive refinancing, probably inclusive of new high-yield notes and some bank debt or at least bank lines, that would deal with the 8% notes on the one hand, as well as this new credit facility.

By the way, the new credit facility we're putting at the parent. So just so you know that's where that will reside. But as I say, it may not be around for very long.

Got it. Thanks. Thanks for answering that. And actually my follow-up. So thanks, guys.

Yes, you're welcome.

Thank you.

Our next question comes from the line of Rishi Jaluria from JMP Securities. Please go ahead.

Hi, Scott and Hemi. Thank you for taking my questions. Hemi, I wanted to dive a little bit into the cloud backup business. I know we have spoken in the past about the cost savings that you expect to see from data consolidation. I believe you talked about it on the email securities side, on the business as well.

So I guess, first, how have your data center consolidation efforts been trending, and, second, you know, in the Cloud backup business, you saw somewhere in the neighborhood of you know 1,100 bips of EBITDA margin expansion year-over-year. So maybe where do you think you could see margins going from here, once you're able to successfully consolidate data centers?

Rishi, you really have found the thing that I was prepared to talk about. So, first of all, you know, my colleagues, you know, (inaudible) run the division and Scott told me to make sure that the 50% EBITDA that we have the analysts and our investors would not think that (inaudible) continue to grow, you know, to 60% and 70%, even though I'm trying.

So the situation is, you know, in doing a lot of integrations there. And it is, indeed, that the EBITDA is north of 50%. But we are -- if we consolidate and reset out of the TSA and everything, we believe that, first of all, the consolidation of backup is not easy. It takes work. And you need to move into a new facilities.

We will continue to save money on the data centers, even now Amazon -- one of our services, which is SugarSync, is on Amazon. And Amazon came with new in layman language, if you have data, then you don't need to reach in high speeds and you can tolerate, you know, up to one-minute delay. You can buy very inexpensive. So we are doing those.

Now that the reason that we say we want to spend more money, you know, we have four systems, two of them that we are going to try and do more integration of. And those integration will include investment, to bring some of the features that today we are either outsourcing or we lack.

So the investment that you're seeing here, and we are actually building a team now, you know, with $120 million of revenue, I believe now, we can justify having, you know, heads of departments. And basically it's all geared towards adding some features, because this state is constantly moving, up like fax which is, you know, peaked. This is something that we need to continue to invest.

More investment will be in R&D and to add features that would position us at the cutting edge of this service. So saving money on data centers and adding investment in future development of products, services, et cetera. Did I answer you, Rishi?

Absolutely, thank you. Then I wanted to ask about the docker sale right back into August. You know, it looks like Univision ended up taking that for $135 million versus the $90 million that you initially offered. Was this squat fiscal discipline on your part and maybe not wanting to pay too high a multiple or were there other reasons that it ended up going with Univision versus with you guys?

No, it's fine because Gawker seems like a long time ago. Around here. But, no. You're correct. We entered as the stocking horse bidder back when they filed bankruptcy in June at $90 million. We had a financial model of how to deal with the six of the seven Gawker properties that we were interested in.

And, you know, as you can imagine, as the price goes up, you start to see it impinge on your returns. So we had a number and it was an iterative process, we were, first of all, hoping that it might be the no one would show up to the auction and we would essentially win by default at $90 million. That obviously did not happen. Univision came in, actually if you have nothing better to do, you can pull down the transcript and see how the bidding went.

It's all recorded on the record. But short story is, we got up to a level where we saw the returns, our 20% return being jeopardized and at that point we stopped bidding. And then there was a second aspect to it, which I think was more in the mode of how Univision was counter bidding.

The court mandated that bids be in $1 million increments. And most of the bidding in the afternoon, the day of the auction, were just in that format. So we bid X, they bid X plus one, we bid X plus two, go back and forth. As it got into the evening, they started to increase their bids by $5 million.

We came back and increased by $1 million, then they increased by another $5 million and at that point we said okay, we're done. We're not only getting to a price that we feel uncomfortable in terms of meeting our rate of return profile, but also sending a very strong signal at the way they incrementally bidding, that this is probably not going to stop within the next couple million bucks. So we just said why keep going.

As you know, we had the protection by being the stocking horse of having our fees and expenses reimbursed, as well as getting a break-up fee of about $2.5 million so we ended it and moved on. And quite frankly Everyday Health was in the midst of this, in the early stages of the whole Gawker transaction, so the next day we then were freed up to pursue Everyday Health.

Okay. Got it. Got it. And, Scott, I know you can't talk much about Everyday Health, right, given the outstanding tender offer. But just looking at the published guidance that the company gave, this is a business with 18% EBITDA margins or roughly half of the 36% margin you had this quarter in the Digital Media business. I guess how does this compare to the margin profile of your typical Digital Media acquisition?

Well, let's take Gawker, for example. Obviously a smaller entity, $50 million. I'll give you what was reported in the press. You take it for what it's worth. It was about $50 million of revenues and (inaudible) litigation costs, about 20% EBITDA margins. And, you know, we had to say a plan for the six -- there were seven properties.

For the six properties ex-gawker.com, of how to, you know, somewhat in excess of $100 million excess price, get that to work within our -- within our financial rate of returns. And part of it had to do with, you know, we're in the business, so there are certain -- whether they are certain operational synergies and best practices and things that we think we can bring to the table to enhance the revenue growth of the target, where that incremental revenue has very high flow through to EBITDA.

So I would just use that by analogy. Obviously the situations are very different. Gawker was in different spaces than Everyday Health is. There is clearly a tremendous value in the knowledge of the health care vertical, that is new to us.

So they're not by any means perfectly analogous, but you can see in general that we have bought properties in the past, that have been, you know, below our then EBITDA margin. I mean, IGN for example when we bought it, I don't think it had an EBITDA margin. It was close to zero.

Yes.

Okay. Great. Super helpful. Go ahead.

Most of those -- and I always make this point. I think it's important. Most of the value creation in digital media, that we get over time, has to do with things that occur on the revenue side. Has to do with revenue enhancements. Or bringing pieces of our playbook to the table, where maybe, for whatever reason, the target properties is not engaged in those activities in the past.

And I think that's a -- it's very important. Because clearly on the Cloud side, most of the value creation comes through the actual bringing together of either the customer bases of the business unit, improvement in the COGS and the OpEx, really on the cost structure side. Media is more about how do we accelerate revenue growth.

Yes. I will give you, Rishi, an example with Ookla. You know, when we bought Ookla, it was a great, very profitable by re-changing and re-cutting and slicing and dicing the information to different, an example the carrier doesn't care so much about how is the reception of my signal downtown L.A.

They want to know in the block, in the building level. So we know where to put the infrastructure. When we cut and slice it to smaller pieces, we immediately generated more money, because A, more to sell. B, data that is more relevant. All of this create at this time of the Ziff Davis team, I'm sure be re-implemented into every asset that we buy or so, you know, Everyday has. The quality and reputation.

So I'm sure that this would be a good asset for us.

Stay tuned. Maybe December or if not December at some point post-closing, then we'll have a broader call to discuss, you know, exactly how we see Everyday Health playing out as part of Ziff Davis.

Okay. Great. Thank you so much, guys.

Thank you.

Our next question comes from the line of James Breen with William Blair. Please go ahead.

Thanks. Thanks for taking the question. Just a few on the cash flow and EBITDA reconciliation. On the cash flow side, looks like CapEx is up a little bit this quarter, relative to sort of the $4 million to $5 million you've been spending. Wanted to get some color on that. And then on the EBITDA reconciliation, you've had sort of acquisition-related integration costs of, you know, $2 to $5 million each quarter.

That was looked like negative number this quarter. And then lastly, just on the media business, you know, we saw the seasonality or not seasonality, some of the things that closed last quarter that you didn't get the benefit of this quarter. Do you expect Media will start to grow sequentially again as we go into the fourth quarter? Thanks?

Okay, you might have to remind me of all of your questions. Let's start with CapEx. You're correct. If you look at the cash value of operating activities, it was up in line with our revenue growth year-over-year and actually faster than our EBITDA growth. The drag on the flow-through to free cash flow, is really in CapEx.

Most of that had to do with media. We've been making a lot of investments in media, this has nothing to do with Everyday Health. This is our core properties, this is Speed Test intelligence, this is some of the things Hemi mentioned in his portion of the presentation, that are really gearing up for additional revenue opportunities.

The whole third-party platform and video content development. So some of that is in the form of CapEx, so most of that incremental Delta that you see in the $4 million to $5 million range in prior quarters, versus the eight, is in the media group. So that was one element. Acquisition-related costs. Why they are negative. Why they are a deduct instead of an ad-back in Q3.

I'm going to have our Chief Accounting Officer look at that, it's relatively minor but we'll get back to you on that as soon as he gives me an answer. The third question had to do with?

Just the media business. Obviously it was down sequentially this quarter, as a result of some of the timing from last quarter's revenue. Do you think that to grow sequentially in the fourth quarter?

Absolutely. Yes.

Q4 is our strongest. Why don't we give you statistics of the past few years, Q4 (inaudible).

Well, two things happened. Generally, you know, fairly strong sequential increase from Q3 to Q4, but I'll call relatively small changes in things like your licensing and biz dev revenue of a couple million dollars are more than swamped by the incremental ad revenue you have going into the holiday season.

So as you know, it's not uncommon, leaving aside M&A, that Q4 accounts up for upwards of 30% of the revenue of the full fiscal year. We don't see anything different as it relates to the current Q4 we're in. And, as a result, of that, since a large portion, not all, but a large portion of the cost structure is essentially fixed.

It was a very high incremental flow-through of the revenue from Q3 to Q4 to EBITDA and as a result, you get a lift into the plus 40% EBITDA margin range for the quarter. I think, as Hemi mentioned, we're still expecting the EBITDA for Ziff Davis for the full year, exclusive of Everyday Health, to be, you know, 38% plus for the year.

Okay. And that EBITDA flows through as well to free cash flow, which is why you feel comfortable --?

Hold on a second, Jim. I want to make one note about Q2 to Q3. And it has not been the case in the four years we've owned Digital Media. But generally speaking, those two quarters are roughly equal to each other, if you have no M&A activity, if it's all normal course. Now, nothing in j2 is ever normal course because we do have M&A activity and also, in our case, we have this licensing stream of revenue, which can be lumpy.

It's A little bit analogous to on the Cloud side patent revenue. And so if those things happen to biase in one quarter relative to the other, you can see, particularly in Q2 to Q3 sequential, some variation that is not a nice smooth uptick from Q2 to Q3. Quite frankly we've probably been lucky the last three years, is Q3 has been bigger than Q2.

Okay.

The negative is that an adjustment to the sales of (inaudible) Ookla contingent considerations. That's why that's a negative. The $737,000

Okay. Okay. And then just, you know, as EBITDA strength happens in the fourth quarter, and the seasonality of those businesses. That's what gets you comfortable with free cash flow still being up in the $260 million range for the full year?

Yes.

Yes.

Okay. Great. Thank you.

I hope Hemi is right at $270 million or more. You know, I'll say $260 million.

I always go to the guys in New York and they promise me the moon. I'm going to bring it down. No, I believe we know. We know that Q4, especially with our new, you know, we have products like offers and all of these other things, comparison shopping and everything, this is the time of the year to make money there. So we absolutely believe in it, yes.

Great. Thank you very much.

Thank you.

Our next question comes from the line of Will Power from Robert W. Baird. Please go ahead.

Great. Thanks for taking the question. I guess a couple of follow-ups, maybe coming back to Hemi's comments on Ookla. And, you know, looking at smaller slices of markets and what not, I guess just more broadly. Trying to think through what you all, in terms of monetizing that Ookla opportunity, both in terms of the new approach you're taking there. Not only the US, but also thinking just about the international opportunity. Just trying to think about the magnitude of the opportunity still in front of you.

Yes. International opportunity is big, actually some of our partners in the Cloud, the consumer business are thinking about ideas. And we start entertaining them. Because today when you sell equipment, the shop that sold you the equipment interested in knowing what is the reception that you have, you know, in your basement. Things like this. So we are look working on new ideas.

We are just actually starting to work in actually the UK on some ideas. But they're really pretty matured. But, you know, we're very creative in our approach. We are not what you would call traditional old fixated media. We have a lot of ideas and -- I mean, the basic here is we have like prime content, right. Prime content on one side and the content that is testing, testing is also content, it's unique content.

So all of those unique contents gives you the act to find new users, to find customers that are basically -- they have to go with you, so you are a dominant player in this space. To all of those dominant -- the first level of content is what we're going to leverage, including international and speed testing is absolutely international opportunity. We generate a lot of the money here in the US, but international is -- we started -- we're starting to work on international.

And I think to follow-up on what Hemi said, what's interesting about this asset, when we bought it, which it coming up on two years, the core thesis was to continue to grow the advertising revenue, which was the primary source of revenue at the time of acquisition. And then to add on to it this whole data as a service business.

The, you know, the data that would be important in this case to Broadband providers. And we had -- we actual had a multi-year plan for that and we've been tracking very nicely in the first two years against that plan. But what's great about this business, is we do have the international opportunities, meaning taking the same thing, data as a service, number one, and going into other countries outside of the US and Canada. But now we have the whole B2B Signals. A whole second business, if you will, is coming out of the core Ookla technology.

And it will not surprise me if over the next couple of years, there are not other businesses or other data as a service that we will launch, probably starting here in the US, some of them may have applicability overseas, some may not.

So it is an asset that, you know, you say what inning is it, well, we're sort of in the third or fourth inning against our existing plan, which was a five-year plan, but now that plan has been extended out, some number of years into the future, with these new ideas. So I would then say we're back to probably the second inning.

Okay. All right. That's helpful. And I just want to follow-up just on the previous digital media comments around some of the investments, partner payments you're making. Really investing for some of the future, you know, video content opportunities.

I mean, how do we think about, you know, line of sight on that revenue opportunity, you know, when we might actually see that revenue accelerate or kick in. Is that mid-2017 and what still needs to happen from a Facebook, Snapchat agreements standpoint? I mean, laid out the ground rules for that or still more to come?

I think you hit the nail on the head. It's an evolving space with different sets of ground rules by each participant. And I think there's a feeling out, if you will, between the content providers and the platform in terms of what those relationships should look like.

Both in terms of form, substance and economics. So if you look year-over-year, if we look at it year-over-year, while it's still a small portion of our total Digital Media revenue, those -- that group of the third-party platform is starting to contribute. You know, is it meaningful yet? That's kind of a function of how you want to define percentages of revenue.

I would say that we believe that this continues to be an important part of our overall future going forward, over the next three to five years. We're going to continue to make these investments, I think, you know, sometime within probably the next two years, over the next two years, these ground rules will settle out. And it will become, you know, a real contributor to our overall top line.

Yes, look, there are two elements. One element is let's talk about Facebook, that are more mature than, you know, -- it's a public company, there's more visibility. They're trying to find ways to further monetize the information and the content. And even if we are revenue sharing with them, I totally trust them. I see what they're doing.

They're really impressive. So if they will find ways to take unique content and make more money out of it, and we are providing this unique and special content, we will get even if the share of the pie doesn't improve, we just get a share of a larger pie.

Now Snapchat is in -- the younger company, it's even more aggressive in their initial growth in percentage. So being with them, being there, you know, in many times the most dominant provider on your segment, can go only up, you know, they're great partners. The delivery of the content doesn't cost us as much as some delivery. So we also have to learn how to better monetize. Just something that is new.

If you think about us two, three years ago with YouTube, we were just starting. Now YouTube is very profitable for us. I think we are looking about something, to say we first grabbed a seat at the table and then we figure out how to take more of the table into our bank account, if you want to.

Okay. Great. Thank you.

You're welcome.

You're welcome.

There are no further questions at this time. We'll turn the call back over to management for any closing remarks.

All right. We thank you for participating in our Q3 earnings call. Just to remind you, tomorrow we will launch the tender for Everyday Health. Also in the next few days, we'll put out a press release of upcoming conferences that We'll be participating at between now and the end of the year.

So we invite you, if you happen to be in those jurisdictions, I believe we're going to be in New York and in London, to, you know, seek us out for either the formal presentation or one on ones. And our next regularly scheduled call will be in mid-February to discuss Q4 results, as well as to release 2017 guidance.

However, as we've discussed on this call, depending upon the timing of the closing of Everyday Health, we may choose to do a call between now and February. Thank you.

Thank you. Bye-bye.

Ladies and gentlemen, this does conclude our teleconference for today. Thank you for your time and participation. You may disconnect your lines at this time. Have a wonderful rest of the day.