Scott Turicchi - j2 Global, Inc. Vivek Shah - j2 Global, Inc..

Shyam Patil - Susquehanna Financial Group LLLP James Breen - William Blair & Co. LLC Will V. Power - Robert W. Baird & Co., Inc. Jon E Tanwanteng - CJS Securities, Inc. Greg R. McDowell - JMP Securities LLC Greg J. Burns - Sidoti & Co. LLC.

Greetings and welcome to j2 Global's Fourth Quarter and 2017 Year-End Earnings Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded. Leading the call today will be Vivek Shah, CEO; and Scott Turicchi, President and CFO.

Thank you, Mr. Turicchi. You may now begin..

Thank you. Good afternoon, ladies and gentlemen, and welcome to the j2 Global investor conference call for Q4 2017. As the operator mentioned, I'm Scott Turicchi, President and CFO of j2 Global. Joining me today is our new CEO, Vivek Shah. Q4 2017 was another strong quarter, producing a variety of record financial results, which I will detail later.

The board has increased the quarterly dividend by $0.01 to $0.405 per share. We will use the presentation as a roadmap for today's call. A copy of the presentation is available at our website. When you launch the webcast, there is a button on the viewer on the right-hand side, which will allow you to expand the slides.

If you've not received a copy of the press release, you may access it through our corporate website at www.j2global.com/press. In addition, you'll be able to access the webcast from this site. After we complete the formal presentation, we will conduct a Q&A session.

The operator will instruct you at that time regarding the procedures for asking a question. In addition, you may email us questions at any time at investor@j2global.com. Before we begin our prepared remarks, allow me to read the Safe Harbor language. As you know, this call and the webcast will include 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 10-K filings, recent 10-Q 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. Now, let me turn the call over to Vivek for his remarks..

Thank you, Scott, and good afternoon, everyone. So, it's been a little over a month since I took on the CEO role and four months since we started the transition. But as many of you know, I'm certainly not new.

I've been here at j2 for over five years, working closely with Scott and the rest of the leadership team, as we've pursued a strategy and operating model that have produced terrific results, and we believe that that model will continue to fuel j2's growth well into the future.

So, I thought I'd spend a few minutes today, since this is my first earnings call, to share a bit more about that strategy and our approach to the business. So, let's start on slide 5. Our mission from the very beginnings of this company has been about monetizing the shift from analog to digital.

Digital fax was invented as an alternative to fax machines and servers. Our email marketing platform is designed to replace direct mail. Our digital publications are heir to the magazines that preceded them. Our digital video brands are driving the shift from television to digital video.

Our product reviews and buying guides are generating a significant amount of e-commerce transactions. Unless you think that this shift is nearing its conclusion, there is ample evidence that it's still in its early stages. Analog fax still represents 80% to 85% of all faxing. Direct mail is still a $10 billion industry in the United States.

Print publishing generates $14 billion a year. The e-commerce represents only 16% of all retail sales. I could go on, but it's clear that in each of the categories in which we operate, there's plenty of runway left. It's because shifts of this nature take place over many decades. They don't happen overnight.

While the shift to digital is occurring in every corner of the marketplace, we have chosen to focus our attention in four sectors, technology, healthcare, retail and entertainment.

In technology, our software services enable hardware replacement, such as replacing the over 40 million fax machines still in use, and our content sites help IT decision-makers and consumers decide on what technology to buy. And then, of course, we offer IT department solutions in backup, security and disaster recovery.

In addition, we have become a global leader in broadband intelligence, offering one of the best data as a service offerings in the industry. j2 generates about 50% of its revenue in technology. In healthcare across our company, we offer three solutions, HIPAA compliance, patient education and physician communications.

eFax is a trusted HIPAA compliant document transfer platform that offers simple interoperability between providers, payers, patients, pharma and others. Our health media assets focus on content for both patients and providers with revenue support from pharma marketers. j2 generates about 25% of its revenue in healthcare.

In retail, we're driving online transactions through our retail-heavy email marketing platform business, as well as through our product reviews, buying guides and deal curation across a number of our content brands. j2 generates about 15% of its revenue in retail.

Finally, in entertainment, we believe that video gaming, eSports and original video programming represent a great market for us to expand in. j2 generates about 10% of its revenue in entertainment.

While much of our business is focused in these sectors, which represent about a third of the global economy, we're always looking for means in which to expand into future verticals. Moving to slide 6, if you looked at this slide before I arrived at the company six years ago, only a few of these brands would be on here.

Today, we have a collection of fantastic brands, many of them number one or two globally in their respective categories. We believe brands matter, and we've quietly built one of the best rosters of Internet brands of any company.

We love the diversification that they represent in terms of the different categories and end users, whether it's individuals, small and medium businesses or large corporations. Collectively, according to comScore, we reach over 180 million people a month across these brands. And the cross-promotional opportunities they represent are exciting.

Being able to acquire established brands at attractive prices is a main component of our M&A program. Let's flip to slide 7. At north of $1.1 billion of annual revenues, we're approaching revenue scale. The company has grown at a compounded annual rate of 19% since 2008.

We enjoy terrific gross margins and EBITDA margins that should be the envy of any Internet company, and we're very balanced in terms of how we generate revenue. Our Cloud Services and Digital Media segments are now almost equal in size, with Cloud at $579 million and Media at $539 million in 2017.

But we also have a nice balance between our advertising-supported content businesses and our subscription-supported services. The best Internet models often feature a combination of these revenue streams.

I like to think of our subscription revenues as our running game and our advertising revenues as our passing game, and as we saw this past Sunday, that can be a winning combination. You'll also come to see that we're looking for ways to expand subscription revenues in the Digital Media segment.

We have passionate and large audiences to market subscription services to such as Humble Bundle and also crowd-source data that we believe we can sell on a subscription basis to businesses. Today, we do that with our Speedtest Intelligence service, which broadband companies subscribe to for access to the aggregated user tests we generate every day.

On the next slide, slide 8, I wanted to spend a moment talking about how we view our M&A strategy. We look for three types of deals, customer acquisitions, traffic acquisitions and platform acquisitions. Customer acquisitions are a hallmark j2 Cloud Services.

This is where we have a current service offering, fax, voice, backup, email marketing, security, and believe we can acquire competitors and migrate their customers to our service with little disruption.

We're basically leveraging our balance sheet to acquire customers and can do so at attractive EBITDA multiples, as we shed the infrastructural costs of migrated services. Traffic deals are a hallmark j2 Digital Media. This is where we see opportunities to acquire websites with strong traffic profiles that are under-monetized.

We are amongst a few companies and management teams that understands how to capitalize on the analog to digital shift through multiple forms of monetization. We have done well beyond the display ad by generating affiliate commerce, lead-gen, data, subscription and digital video revenues from our content sites.

This means that we can look at Digital Media acquisitions differently, given our ability to extract multiple rents. Finally, platform acquisitions, this is where we acquire a new service or enter a new content vertical, but where we believe future acquisitions will come in the form of customer or traffic deals.

I'd also include in this category acquisitions that bring a new monetization capability, product offering or technology that has application to an existing j2 business. From 2012 to 2016, we deployed well north of $1 billion in capital across all three acquisition categories.

If you estimate the EBITDA contribution from these deals in 2017, our EBITDA multiple for all of the deals would be about 5 times, and that's been our goal for acquisitions, optimize and synergize these businesses such that our effective EBITDA multiple is around 5 times to 6 times.

In some deals, we accomplish that quickly by migrating customers over. In other deals, we are shrinking to grow by exiting non-core and non-profitable revenues to expand margins. And then, of course, wherever we see momentum, we look for ways to accelerate our trajectory and organically grow into our target EBITDA multiple.

Our track record has been remarkable, given the number of deals we've done, and we're very optimistic about our pipeline. We see consolidation trends, more realistic valuation expectations and more places within j2 to put money to work. Our organizational approach to M&A is very solid.

We have about a dozen business unit general managers across the company, who each manage a P&L and are continually competing internally for M&A capital. They are sourcing and evaluating deals alongside their Divisional Presidents, Harmeet Singh and Steve Horowitz.

Opportunities that exist beyond our current divisions sit with me, Scott and the corporate team. This design allows for a very robust pipeline across the enterprise, while ensuring we maintain our discipline. On slide 9, before I hand the call back to Scott, I wanted to share some of the more exciting growth opportunities at j2.

First cloud fax is poised to continue to grow for compliance purposes in healthcare, financial services and legal. As some of you know, both Gartner and IDC recently issued positive reports about the growing adoption of cloud fax solutions, the shift away from machines and servers and overall growth in fax levels.

We believe we have the market leadership position and capabilities to continue to be winners in this segment of the fax market.

We believe that combining VIPRE which we recently acquired and offers endpoint security with our FuseMail business which offers e-mail security should make us even more competitive in the CSMB space especially leveraging our resellers at Excel Micro.

We're excited for the security market particularly with small and medium businesses and see both organic and M&A growth opportunities. E-mail in our opinion is the single most strategic piece of data a marketer can have today. Our Campaigner business is a top flight e-mail marketing platform that helps its clients leverage their e-mail lists.

E-mail is not just a mechanism to get into inboxes. And by the way, e-mail usage continues to rise. But it's also increasingly the way to get into social feeds and target ads across the Internet. Many platforms such as Facebook allow marketers to target ads to users based on their e-mail addresses which change infrequently.

We play a very important role in e-commerce by creating content that helps individuals to make purchase decisions. While many Internet companies focus on being the merchant, we're focused on being the driver of qualified traffic to those merchants and being compensated for the resulting transactions.

Being a trusted purchased companion through our product reviews, buying guides and deal listings should allow us to continue to participate in the growth of e-commerce. The $70 billion U.S. television ad industry is ready and ripe for the shift to digital and we have brands like IGN and Mashable that were lining up to be beneficiaries of that move.

Increasingly, our content mix of those brands has shifted to video and we're seeing increasing distribution outlets including YouTube, Facebook Snapchat and more. I talked a bit about this earlier. We believe we have the opportunity to grow subscription revenues in our Digital Media segment two ways.

First, by converting our users into paid subscribers of our own services and second by harvesting audience data to generate Business Intelligence for companies.

The last thing I'd like to underscore is the quality of the talent in our organization, from the corporate team to our divisional Presidents to our business unit General Managers and to all of our colleagues across the enterprise. We have an incredible group of employees who are passionate about what we do.

I hope this overview is helpful and over the course of these calls, I will continue to provide context regarding our business strategy. As this is intended to be a long-term methodical yet ambitious journey and value creation. Thank you. And now I'd like to hand the call back to Scott..

Thanks, Vivek. As I mentioned at the beginning of the call, Q4 2017 set a variety of financial records for j2, including revenue, adjusted EBITDA and non-GAAP EPS. The same was the case for fiscal year 2017 with revenues of $1.118 billion, adjusted EBITDA of $463 million and non-GAAP EPS of $5.64 per share.

During the year, we completed 15 acquisitions, 11 for the Cloud business and four the Digital Media business and spent approximately $175 million. We ended the year with more than $400 million of cash and investments including our (00:16:09) preferred securities valued at $57.5 million.

For Q4 2017, the Cloud segment grew approximately 3% to $147 million of revenues and an EBITDA margin of 52%. Digital Media had an expectedly strong quarter with revenues of $169.5 million and EBITDA of $67.3 million or an approximate 40% EBITDA margin. The parent had somewhat lower expenses due to timing.

Consolidated results were $316.4 million of revenue for Q4 2017, or a growth of 26% versus Q4 2016. Adjusted EBITDA of $142 million or 22% growth and a 45% adjusted EBITDA margin, and non-GAAP EPS of $1.79 per share, an increase of 20% versus Q4 2016. Now let me turn to the results for each of the two segments.

The Media businesses strength is driven by diversity of content verticals, strong brands as well as different modes of monetization. Key to this is multi-platform visits, which increased 22% from Q4 2016.

As we have discussed in previous presentations, commerce revenue which is part of our performance-based marketing has become an increasingly important part of our overall mix.

In Q4 of this year, we saw revenue growth of 46% driven by a record high 69 million clicks to our merchant partners through content at IGN and PCMag, coupons and promo codes at Offers.com and event commerce at BlackFriday.com.

Other key drivers include social platform followers as evidenced by IGNs 30.7 million followers at YouTube, Snapchat, Facebook and Twitter, a growth of 38%. In our Tech and Commerce business, we experienced a growth to 49 million followers and subscribers due in large part to the acquisition of Mashable in December.

In our healthcare vertical, social traffic is relatively new. We are building our base and saw a 35% increase from Q3 2017 to just under 4 million unique visits. Our What To Expect app installs increased 11% from the third fiscal quarter of 2017 to 441,000.

Finally, production of high value unique content allows us to expand our monetization and reinforces the strength of our brands. Notably at IGN, we have debut the weekly program, HERO Makeover which has 1.2 million views for Facebook Watch.

Additionally, we partnered with the WWE to create a custom event combining gaming and wrestling for a live eSports event during New York Comic Con generating 7 million video views. Finally, we have introduced What To Expect Awards across 20 consumer product categories which generate additional licensing revenue.

Turning now to our Cloud business, we usually see seasonal weakness in Q4 relative to Q3 due to fewer working days. However due in part due to the improving economy and an improved cancel rate, we saw sequential growth in revenue and EBITDA without the aid of M&A. I will use our Corporate Fax business as an example.

We have not seen a sequential growth from Q3 to Q4 in our corporate fax revenues since 2010. Our emphasis in this category is on compliance oriented businesses such as healthcare, legal and finance. In fact 60% of our Corporate Fax revenues come from these compliance oriented verticals.

Healthcare has represented 44% of all new Coporate Fax customers in 2017. Mobile apps across all of our Cloud Services has been a focus in part to drive customer sign up, not just facilitate access to the underlying service. We are seeing a significant increase in our Fax apps with a 48% increase in downloads and an 84% increase in Fax sign ups.

We now have more than 8 million downloads across all of our cloud brands. Our marketing business unit Campaigner processed 5.5 billion e-mails in Q4 alone, up 21% versus Q4 2016 and saw it facilitate 1.5 million campaigns in all of fiscal year 2017, up 31% versus full year 2016.

Our Backup business unit launched Disaster Recovery-as-a-Service in seven countries in 2017 a real differentiator for our business. FuseMail which is part of our Security business now has 1.8 million users on its platform protecting more than 900 million e-mails per month, a growth of 7%.

We have recently expanded the breadth of Services with the acquisition of VIPRE. This is an endpoint security business focused on threat intelligence. We look forward to integrating VIPRE, cross-selling the service to our installed base and offering the solution in the European Union. Now let me turn to financial guidance.

Our guidance assumes that our Cloud segment will grow between 5% and 6% in revenues over 2017. Due to the effect of ASC 606, we are not expecting to have any patent licensing revenue in 2018 compared to $4.7 million in 2017. The only M&A included at the midpoint of our range is the recently acquired VIPRE that was just discussed.

We expect segment EBITDA margin before allocation of any corporate expense to be approximately equivalent to the 2017 EBITDA margin exclusive of patent EBITDA contribution. Digital Media is expected to grow in excess of 15% driven by our Ziff properties as well as the recently acquired companies in Q4 2017.

This is before taking into account that 2017 has approximately $27 million of revenue from assets sold during the year. The EBITDA margin is expected to be between 33% and 34%. I would note that ASC 606 has a larger impact on revenue and EBITDA by approximately $11 million in 2018 compared to 2017.

Without such adjustment, the EBITDA margin would be approximately 35%. We expect the revenue seasonality will be similar to last year with Q1 representing approximately 20% of annual Media revenue and Q4 representing approximately 30%.

Also remember that given a substantial amount of fixed costs in the Media business, the EBITDA margins are in the low 20% range for Q1 with margins in Q4 in the high 30s to 40% range. From a Corporate perspective, there would be some incremental costs in 2018 as we add our CTO group to the parent.

Also we will have the full year effect of the interest on the 6% notes which were issued in mid-2017. As a result our non-GAAP interest expense is expected to be approximately $56 million in 2017.

Also we anticipate expensing approximately $4.5 million in fees and expenses associated with our OCV investment, which will be reflected in other income expense. Our tax rate is expected to be between 23% and 25% due to the currently in enacted Tax Reform Act.

Based on the forced repatriation, we have booked a gross federal tax liability of approximately $48 million which we will pay over eight years beginning in 2018. For the first five years, we will pay approximately $4 million per year, which is included in our non-GAAP tax rate.

Finally, our fully diluted effective share count will be 49.7 million shares and assumes no dilution from our 3.25% convertible notes. This all rolls up into our guidance ranges on slide 18.

Revenues are expected to be between $1.2 billion and $1.25 billion, EBITDA between $480 million and $505 million and adjusted non-GAAP EPS of between $5.95 per share and $6.25 per share. I think it would be helpful to unpack the elements that flow into our non-GAAP EPS increase from 2017.

At the midpoint of our range, there is a $0.46 increase in non-GAAP EPS, increases from operating earnings contribute approximately $0.35 per share, lower tax rates account for approximately $0.37 per share, offset by the change in accounting of ASC 606 of approximately $0.16 per share, and an increased share count creating approximately $0.10 per share in dilution.

Following our guidance slide, are various metrics and reconciliation statements for the various non-GAAP measures relating to their nearest GAAP equivalent. At this time, I would now ask the operator to rejoin us to instruct you on how to queue for questions..

Thank you. At this time, we will be conducting the question-and-answer session. One moment please, while we poll for questions. Our first question comes from the line of Shyam Patil of Susquehanna. Please proceed with your question..

Hi, guys. Thank you. Congrats Vivek on the new role..

Thanks..

And thank you for the strategy overview.

I wanted to ask just when you look at the stock like you said, you've been there already for a while for about five years, what do you view as the key levers to drive shareholder value over the long term?.

Well, I go back to the list of growth opportunities that I went through. I think executing well against that set is very important, right, to the overall growth of the company and to creating shareholder value. At the same time, continuing to execute on our M&A program. And I think in the three areas – and I think all three areas are important.

They do different things, but the totality of it I think is important in terms of value creation. And then I think making sure people understand the story and I think that's why we spent the time we did at the beginning of this call. That's the start of the process so that people understand what j2 Global is, all of the pieces of j2, right.

We've evolved a great deal in the last five years or six years. And so just making sure that people understand who we are today and where we're looking to go, I think that's important. And I think we do those three things. I think we unlock a tremendous amount of value..

Great. And maybe just on M&A.

Can you talk just a little bit about what you've seen with Everyday Health EBITDA margins after a year and kind of how you see that progressing this year?.

Yeah, yeah. So things are going really well at Everyday Health. We've completed the shrink to grow efforts which we've talked a lot about in the past. We've right-sized the organization. We've exited non-core and unprofitable businesses. We've got new General Managers in place at our consumer and pro-business units.

We made a great acquisition with Health eCareers, which makes us even more useful to doctors which are an important target market within that business. And we added hospitals as a key advertising category through that acquisition. What To Expect business continues to perform really well. We see lots of performance marketing potential there.

Look, there are some near-term challenges in pharma with some of the administration's talk of drug prices being too high, but I think over the medium to long-term, we see so much opportunities in the shift from television and print to digital.

If TechADS (00:28:05) were the first shift over right from analog to digital, then I could argue that pharma ads have been the last and so in many ways, what we've seen in some of our other verticals, we're going to see over the next little bit. So, continue to be very excited for it.

I'll also add that Health eCareers hopefully is the first of a number of tuck-in acquisitions and traffic acquisitions that we can do within Everyday Health. We view it as a platform and we think the health vertical is just a great vertical to be in.

We've seen other assets as I'm sure you're aware trade at significant premiums to where we transacted, so we feel very good about it..

Great. And then just my last question more on the modeling. Scott, thanks for the detailed guide by segment. Just wanted to ask – I know you don't give quarterly EBITDA on EPS, but it seems like at least in the Corporate level, those tend to be mis-modeled sometimes in consensus.

Maybe at a high level, any color you can help just – color you can provide to help with modeling those on a quarterly basis, and then just on free cash flow for the year, how we should think about that? Thank you..

Sure. So if we go back to slide 17, the real driver of the seasonality in our business is what happens in Digital Media. And so if you go to the middle of that slide and I think this is important now reemphasize it.

The Digital Media revenues, which you can calculate of the 15% growth off of 2017, we expect because it's the seasonally weakest quarter at 20% of the revenues to occur in Q1 and because of the high fixed cost nature of the business, we have the lowest EBITDA margins of any of the four quarters, generally around 20% or in the low 20s.

Conversely, the quarter we've just exited, the fourth fiscal quarter is the strongest. We anticipate that will be 30% of Digital Media's revenues and the leverage off of that cost structure will produce somewhere between a high-30s and 40s percent EBITDA margin.

The Cloud business given it's both slower growth and generally is not much affected by seasonality is a lot more evenly distributed over the four quarters, so hopefully those two pieces will allow you to put the four quarters together in a manner that is consistent with our own budgeting. I think you had asked one other question? Free cash....

Free cash flow..

Free cash flow, yes..

Yeah. So we would expect at the midpoint of this range, slightly under $500 million of EBITDA and a slightly in excess of say, 62%, 63% conversion to free cash flow.

As you see in the fourth fiscal quarter just ended and this is always a little bit of the rub because of the timing of collections of in Media side and its proportionality of the whole business, sometimes some of that free cash flow generated moves over into Q1.

So the EBITDA and the earnings are earned in Q4, but because of the timing of collections, the cash comes in, in Q1. So there can be a little bit of a timing offset, and we saw that in the fourth fiscal quarter of 2017.

I'm just going to assume that the businesses continue to grow and stay in the relative proportions they are, so that on a marginal basis, we're likely to see that again in Q4 of 2018, Q1 of 2019..

Great. Thank you, guys..

Thank you..

Our next question comes from the line of James Breen of William Blair. Please proceed with your question..

Thanks for taking the question. Just a couple. One in the class that Scott you talked about sort of particular sequential strength you saw from the third and fourth quarter, cancel rates were down.

Anything in particular there that will allow that to happen, was it industry driven or is it something you guys are doing specifically internally to do that? And then just on the M&A side, last year was a bit of a strange year you had, large acquisitions of Everyday Health, you had the divestitures.

So, it wasn't sort of a typical j2 M&A year where you had five or six or four or five acquisitions a quarter and sort of spread throughout the year? Are we moving back toward that sort of more flat trend in terms of the M&A this year as you look at some of the deals that are on the books right now? Thanks..

I guess I'll start with that question on the M&A front. So, as you know, we've talked about before with you and the Street, M&A doesn't have always a consistent heartbeat quarter-to-quarter. As we look at 2017, you're correct, we had a couple of different anomalies.

One was that the Digital Media business was essentially put on hold from doing acquisitions the first eight months of the year because what was most important was the integration and digestion of Everyday Health including figuring out what to do and openly disposing of Cambridge and Tea Leaves.

As you saw the ones that occurred, Digital Media went back into high gear mode and actually closed four deals by year-end. So, there is some vagaries based up on just what is going on in various business units, the readiness to take on additional M&A, and then also what is going in each business unit from a valuation perspective.

And that ebbs and flows in some market environments, certain of our portfolio businesses are in the sweet spot from an acquisition standpoint as it relates to valuation and others are not, it is one of the values of having a portfolio of these assets.

So, I think as we look into 2018, I don't want to promise because – look, not all deals are of equal importance, that's the other thing I want to emphasize. The VIPRE, even though it's the first deal we have done in 2018, I think it's very important for our Cloud business and specifically, for the Security piece of that business.

It not only brings customers, but it expands the breadth of Services. It moves in the direction of being a more complete service provider. It also combined with some organic growth this year is going to take that business probably to the high 60s to maybe $70 million of revenues.

So it becomes a significant piece of not only the Cloud business but the overall j2 portfolio. So I think it's more important that we do important deals and we just post deals for the sake of saying we closed five this quarter or six this quarter or four this quarter.

Having said that, it is a playbook of combinations meaning smaller tuck-in deals that are more readily done in season and out of season, generally without respect to what's going on in the market in terms of stock prices, the valuations and volatility and then deals that are more impactful to the specific business unit..

The only thing I might add and I mentioned this in my prepared remarks is our General Manager structure which I think is really important because it's going to drive a fair amount of deal volume. We've got about a dozen GMs who are competing for capital for deals for their units.

And I think what that's going to do is – I think we have far more capacity today, management capacity than we've ever had I think in j2's history in terms of our ability to source, evaluate, integrate, and make acquisition successful. So I think we'll see the outcome of that on a go-forward basis..

And now going back to your first question, you know, what sort of is the underpinning, and I'd say it was not only for the Fax business, as you can see the cancel rate was down for the Cloud business as a whole, very near all-time record lows. And I think you've got a couple of things going on there.

One is that, on a relative basis, there's been near-term strength in the economy and I think if you look back over the last say 15 quarters to 20 quarters really post the recession, as you know the SMBs were the slowest to participate in the benefit of an improving economy. So, I think we're seeing that on a couple of different levels, usage.

But those small businesses that become more stable, not only have the ability as they grow to add additional gigs (00:36:27) or numbers and drive additional traffic, which is good from an ARPU perspective, but they're also less at risk of ceasing to be in business.

And that's always the biggest risk in the SMB market is that these small companies can be fragile, and so if the economy is weak, they suffer. And I think that a strong and strengthened economy is probably the biggest. I would say the second piece which is not unique to the fourth fiscal quarter, it's been building over time.

As I mentioned in the remarks, is the emphasis on these businesses that cannot live without fax because they are in compliance oriented regulated businesses. The only question for them is how they are going to deploy this fax infrastructure or service to their customers and to their clients. And we want to be the provider of choice to do that.

We think there's a tremendous value proposition to move away from embedded hardware solutions which as Vivek pointed out still are the predominant ways of which faxes are sent and received. So focusing intensely on healthcare, legal and finance as core verticals, also has an effect over time of dampening your cancel rate..

Great.

And just two follow-ups really quickly, on the vertical side, you started in tech gaming, you moved to healthcare, do you feel like there is a need to go somewhere else from a vertical perspective as they are enough to do currently in those verticals at year end from an M&A perspective and growth? And then secondly, does any of the tax changes and repatriation change the way you think about the balance sheet going forward? Thanks..

You like compound questions. Don't you? Do you want to....

So you – I'll take the first question. So I – look I think there's plenty of runway within the verticals in which we operate healthcare and tech and retail and entertainment across both Cloud and Media. Opportunities in each of the respective segments and opportunities between the two, so I think there's a lot there.

Having said that, there are other verticals that share characteristically many of the elements that we like right, markets where you can find audiences that are further down in the purchase funnel that can be monetized in multiple different ways, multiple different (00:38:46) and lead-gen, digital video, and subscriptions.

And I'll underscore the subscription piece because one of the great things that's I think emerging and you're starting to see it in our numbers and I think you'll continue to see it in our numbers is the ability to build ad scale subscription revenues within Media, right.

The Media business really historically has been forms of advertising whether that advertising was CPM or CPC or CPA or CPL. There're still forms of advertising where the customer is a marketer.

We're very eager to build our subscription businesses and I think the Cloud side has been very instrumental to the Media side in developing best practices and approaches to pricing and to marketing and to retention, and I think you're going to start to see that play out.

But, yeah, look other verticals, finance would be an interesting verticals given the position that we have on the Fax side from a compliance point of view, we like the travel vertical, we like the auto vertical. So those are verticals that would be natural extensions and if the opportunities present themselves, you'll see us move there.

But again, if they don't, there's plenty for us to do in the existing four..

And as it relates to the tax elements and where cash resides around the world, as you know historically, based on our tax structure, we would have a certain amount of so-called trapped cash. From our perspective, it was not truly trapped, because we do M&A globally and that money would be used for the non-U.S.

acquisitions, although there was generally always a meaningful positive balance overseas above the working capital necessary. As part of the Tax Reform Act at the end of last year, as I noted, the way, the repatriation formula works it's a combination of tax on your earnings and profit from the cash balances you have at 12/31/2017.

So we have a $48 million liability. Good news is, it's spread over a years. It's interest free and it starts off at a very low rate the first five years, we pay only 8% of that amount, so about $4 million (00:40:47) a year. The benefit though is that we have the ability to bring back about $600 million of cash.

Now we don't have to kind of move into cash today, but effectively, our cash today and for many years into the future is going to be fungible for use anywhere in the world. So our primary focus of course is to do deals that are the best for our portfolio companies, whether they'd be in the United States or in a foreign jurisdiction.

But it has been the case that are larger transactions in the company's history have been U.S. domicile.

We no longer have that friction of, well, might we have to go raise some money because we have enough cash, but unfortunately, a certain amount of it is in the wrong jurisdiction and it's difficult or a hassle to bring it back or to bring it back is a high 35% marginal tax rate, so that's basically behind us.

To say, it'll drive the use of that cash will really be the deals irrespective of their domicile. But from a U.S. perspective, which I would say is still likely to be where most of the intermediate and larger deals are done, we don't have that restriction..

Great, thanks. No more questions from me..

Thanks..

Our next question comes from the line of Will Power of Robert W. Baird. Please proceed with your question..

Great, yeah, thank you very much. A couple of questions. Vivek, if I could start with you, you all are guiding to a Digital Media revenue growth (00:42:19) 15%-plus. I think it'd be great if you could help us just kind unpack how to think about the organic growth component of that versus the divestitures and M&A that occurred over the course of 2017.

And then just more broadly, you know, if you think about the key metrics, KPIs and investors should be focused on to get comfortable with the ongoing organic trends, what shall we be looking at to understand that the looking forward?.

Yeah. So, a few things in terms of 2018. So from an organic point of view, we're growing at about high-single digits, right. So that is the existing set of properties that exist on the Digital Media side. Now, we've got a couple of other things happening right, so we've got the divestitures which are Tea Leaves and Cambridge.

We've got the Section 606 change which is reasonably meaningful on the Media side, and then we've got the acquisitions of some of the properties that took place in the fourth quarter, most notably Mashable, but also Health eCareers and a couple of others.

So all of those together generates the 15% growth that we're guiding towards and I think when you think about metrics, look, I mean, I think your conventional metrics which still apply but are imperfect or are traffic metrics, site visits and page views and what does the audience look like and is their audience and inventory growth and then monetization metrics, which would really be calculating your revenue per unique visitor or your revenue per visit or your revenue per page views.

And then often we think about monetization more than traffic because we're looking for multiple ways to extract rent from the same visit from the same visitor from the same page view.

Obviously, look, we're doing a fair amount of work also on the subscription side, so as we look to I think you would want to start to see us grow our subscription revenues, it was one of the reasons the Humble Bundle acquisition was interesting to us which is how do we take these 180 million people we see every month, across all of these properties and sell them a service that we provide, whether that – by the way that service is provided by the Digital Media segment or even the Cloud segment, and I wouldn't be surprised if we find opportunities to actually do both.

So, I think our ability to drive subscription revenues, I think is something else that that I'd be looking for in the context to the Media business and then just are we continuing to be aggressive from an M&A point of view.

I think that the Mashable deal got a lot of attention but rightly so because I think it indicated to lots of people that some of the valuations were frothy in the marketplace and so we'd be a natural home for a lot of those assets that haven't really figured out the multiple monetization streams and the multiple ways in which to extract revenue from audiences, and that's exactly what we're doing with Mashable.

The playbook is sort of conventional, you know, j2 Digital Media playbook which is let's exit the things that don't make sense. And now let's layer in and affiliate commerce business a digital video business and manage it for a margin that is consistent with the Media margins that we look at.

And that would be my last piece, which is we continue to look to find ways to expand margin. Margins are improving, will improve, should improve year-over-year 2018 versus 2017. Obviously, ASC 606 impacts us by almost about 2 points of....

2 points, yeah..

Of about 2 points in margin. So, that didn't help us in 2018, but we are starting to improve. And then, we've got assets like Mashable that aren't yet fully optimized from a margin point of view.

Scott, anything to add?.

No, go ahead. I think that was fairly complete..

Okay..

Yeah, guys. That's great (00:46:19)..

And then....

Go ahead..

Go ahead..

Well, I was just going to say, just the second question, I guess, on the other side of the business, as you've had several months here to kind of look under the hood so to speak on the Cloud Services side maybe a bit more than you had in the past.

Any positive, negative surprises and what are the thoughts about cross-selling opportunities and taking learnings from one side to the other? How are you thinking about that?.

So, look, I have spent the last four months diving in to all the Cloud Services businesses, and I have been at the company, so a lot of it wasn't new. But what was interesting is I was pleasantly surprised to learn that the compliance opportunity hasn't really played out yet.

I was under the inception (00:47:09) that we were deep into that transition, and it couldn't be further from the truth. I was – I'm shocked by how much of healthcare and financial services, legal, manufacturing, even government still rely on analog fax, whether it'd be fax machines or fax servers.

We all know that won't sustain and we all know that you still need what fax brings, which is secured document delivery. So, I do think you get a transition from analog to digital.

I think what we're trying to focus on now is how do we accelerate that, how do we as the market leader not sit back and wait, how do we put ourselves in the position that we can move that along a bit faster. I also think Scott mentioned, in the security business, security is probably the single most important issue facing companies of all sizes.

But I think a lot of the security market attention and activity have been around larger enterprises. Within the SMB space, no one has really done it in the way that we think it needs to be done.

And so, we have early success with FuseMail, which provides a very specific kind of security, which is email security, securing your employees' use of their email. Obviously, endpoint, which is the device themselves, is critical, as is web security, which we're not in.

So, our ability to offer a broader security offering to SMB, we think, is an interesting opportunity. VIPRE is really important, because it brings the second leg to that stool. I would even put in VPN technology, Virtual Private Network technology, as an area that we think is interesting. So, security, I think, continues to be interesting.

The email marketing business, that is one where I think you have a great sort of classic j2 consolidation play. It's very fragmented. There are a lot of providers trying to do similar things.

We have a very good platform in Campaigner, and we have built a migration tool that makes it reasonably turnkey for us to be able to bring in customers from other email providers – email marketing providers, bring in their templates, bring in their lists, so that there's a seamless transition.

And so, we'd like to take advantage of that and we'd look for ways to be aggressive there. But then even beyond that, email now is not just a way that you can get – not just a way to send an email into someone's inbox, but email is identity. That's what it is.

And when you think about all of the platforms online where you log in, increasingly, they're asking for your email address. It's your personal email address, and that never changes. So, we're at the (00:49:50) company at the center of that. I think that can be very interesting.

And then, on the backup business, my assessment is we've done an incredible job of being very opportunistic in assembling an at-scale business that has EBITDA margins that no one in the backup world has, and we were acquisitive at a time when assets were at reasonable prices.

They've gotten very, very pricey, and I think that reflects sort of what you've seen, which is there hasn't been much M&A activity in the backup space. And that's something we're managing right now and that's something we're thinking of. But again, from a return on invested capital against what we've deployed against backup, it's been terrific.

And so, having the portfolio, I can't emphasize it enough, not every business we're in is going to have the same M&A opportunities, going to have the same sort of valuation dynamics. Some are going to be less attractive than others. But I think we've got – we're in enough places where we're going to see enough opportunities.

Backup scenario right now, well, we're not going to betray our disciplined approach. We're not going to go and start paying stretch (00:51:04) prices for assets just because everybody else is..

Yeah. That's all great color. Thank you..

Our next question comes from the line of Jon Tanwanteng of CJS Securities. Please proceed with your question..

Hey, Scott and Vivek. Thanks for taking my questions.

First thing, any update on the OCV commitment and how you expect to report developments in that investment as we go forward?.

Sure. So, we've actually just recently in the last couple of weeks signed the final documentation. At this point though, there have been no capital call commitments.

And we will be getting quarterly updates from OCV as to their activity, and that will be available – or at least some of that will be available directly on their website, which you can access. I think in the scheme of j2, it's actually a relatively small investment.

So, if you've heard us talk about these 12 business units, the revenue they're driving and the EBITDA, that's where our focus and attention is going to be as it relates to updates. But there will be information available from time-to-time on the various investments that they are making..

Okay, great. And then....

And then, just to be clear, from an accounting standpoint and what we expect this year, the management fees and some associated expenses will be expensed through other income and expense below the line, below EBITDA.

So, it will be amalgamated in there with interest expense and interest income, and that's where the OCV management fee will be reflected. And at this point, we're not expecting, given that they're in their early stages, that there would be any monetization events this year or any revenue that would be generated from the investment..

Got it. That's very helpful.

Can you also provide more details on the Humble Bundle and Mashable transactions, either the price you paid as well as trailing performance, and how quickly you expect those to be integrated into the j2 playbook and how you like to run things?.

Well, I'll talk about the integration piece and what we liked about the assets and where we're looking to take.

And to start with Mashable, I touched on a little bit earlier, but again it's a great tech brand, has meaningful traffic that is primarily monetized today through display advertising, which we are going to expand and are expanding into a variety of other monetization sources, including affiliate commerce.

They do have a digital video business that's in development. We are architecting it to resemble more of how we do digital video, and so we're working through that, and then just really managing the cost base and getting out of some activities or some initiatives that broaden beyond tech, right.

There were – I think Mashable is a standalone, venture-backed, highly valued company. I think the last round and (00:54:06) they raised $250 million necessitated that they become more than just what they were and to try to go in and be horizontal and compete with BuzzFeed and other players. We don't need it to do that, right.

We need it to do what it has always done and what it was always known for, so focusing it back on the core. So, this is very much like what we did with IGN a few years ago and PC Mag before then, focusing the business, building revenue streams, disciplined approach to expenditure and margin. And we feel very good about the brand.

It's an incredible brand and it's one that we think has halo effect across a lot of our properties. To be able to go to market and have that within the portfolio was really, really great for our tech properties.

The Humble Bundle piece is more along the lines of what I've talked about, which is how do we get into a subscription business, so just what Humble Bundle does. It does several things, but I'll hone in on the one thing that excites me the most, which is it's a subscription business, where every month subscribers receive a bundle of PC games, right.

And so, you're in it really every month to be hopefully surprised and delighted with the bundle that you receive. It is a natural extension for us. We feel like our deal – our game curation capabilities can be put into play. What Humble is also doing is now developing their own proprietary games, right. So, think a little bit like Netflix.

We're going from a library of rented content to starting to put in our own proprietary content, yet we have the marketing muscle and the ability to distribute and popularize the service through brands like IGN. So, for us, really strategically important. And then, I'll add one last component to it, which is the social good that it does.

Humble does and we do through Humble donate a percentage, in the case of subscriptions, it's about 5% of subscriber revenues go into charitable contributions across a range of charities. So, a feel-good component to what we're doing in gaming, which has its value. So, excited about those and what they do..

And as it relates to the purchase prices, as you know, we don't disaggregate the purchase prices. But you know for the four transactions that were done in Q4, which were Digital Media, two of which Vivek has just talked about, we spent $130 million. It was rumored that Mashable was $50 million. I can tell you we paid less than that.

But you can kind of use that as a benchmark, and the other three transactions obviously took up the remainder..

Got it.

And how soon should we expect those to kind of reach the target margins that you have for those kinds of businesses?.

The Humble acquisition, I think, will reach its target margins this year. The question for us on Humble though is a function of where we want to take the margins. We were big believers in this business is in not even the first at that (00:57:26) in the first inning.

And so, in order to maximize the potential, I think there is going to be a question as to how much we want to reinvest back into the business for its future growth and future margin opportunities.

Having said that, we believe that within this calendar year, it will meet the margin criteria both that we budget and are (00:57:45) consistent with what we expect. Mashable on the other hand, as you know, started from a money-losing position last year. We've been able to staunch the bleeding. So, it's not going to cost anything this year.

But I think we're looking more towards full margin potential in 2019....

Yeah..

Where 2018 is the year of transition..

That's right..

Got it. Final one, Vivek, just you mentioned pharma and the risk from drug prices coming down.

Have you quantified that at all and how much have you accounted for in your guidance for Everyday?.

Yeah. No. So, we – embedded in our guidance is modest growth in the pharma category. If for no other (00:58:26) reason, we felt it was prudent to be conservative. If we can improve upon that, great. But I think right now, that's the prudent thing to do (00:58:35).

It's hard to tell, right, because a lot of this is – even if there isn't regulation, there's still self-regulation.

And what can happen is sort of a self-imposed de facto drug price cap, and the outcome of that is that, if you look at the pharma industry today just with the state of pipeline, most of its revenue growth is a function of price increase.

So, if you can't take up price and the pipelines right now are in a certain position where new drugs aren't necessarily coming to market at the pace at which they have in the past – they will going forward, you can see the pipeline – then there's pressure on expenses.

And if there's pressure on expenses, often advertising is a variable expense that one can look to.

Countervailing all of that is you still have a lot of money being – the majority, the vast majority of money in pharma, an overwhelming majority of money in pharma is in television and print, the efficacy of which has been questioned, will continue to be questioned.

And it may be that in this exercise of, well, wait a minute, if I've got less to spend, where should I spend, that might be the silver lining for us, which is you see this shift from print to digital or from analog to digital. So, we'll see, right. I think that's a – it's a long answer to say, we were conservative I think in our guidance development..

Great. Thank you very much..

Our next question comes from the line of Greg McDowell of JMP Securities. Please proceed with your question..

Great. Thank you so much. Just one question for you, Vivek. I noticed an announcement about some enhancements or changes to your leadership team.

So, now that you've been at the helm for almost 40 days, I was just wondering if you could expand a little bit on what additional changes you need to make to your team or any other changes you're contemplating in terms of the executive leadership surrounding you. Thanks..

Yeah. No. So, I'd be happy to. And so, let me talk a little bit about what we've done. So, the first thing we did was we integrated some core functions such as finance, HR, legal and corp IT. In the past, those functions existed independently at Cloud and Media. And so, our goal here really wasn't about cost savings, though there were those.

It was more about efficacy, performing better as combined departments, leveraging respective expertise and resources. So, we've brought those functions together, and so obviously finance under Scott. Our Global Head of HR, Patty Brunton, now oversees HR for the entire company. Jeremy Rossen, our General Counsel, does the same on the legal function.

And Joey Fortuna has been established as the CTO of the corporation. That is a new role. And so, establishing a corporate CTO we thought was very important.

And then, as you saw in the announcements that I think you're referencing, we've elevated Harmeet Singh, who's been outstanding, as the President of our Cloud Services; and Steve Horowitz, who's been by my side for the last seven years and is just the greatest operator in the Media business that I've ever known as the President of Ziff Davis.

So, we've done, I think, all of the leadership changes and structure that we're looking to do. And then, as I've pointed out, we have general managers who have been either newly recruited or are being recruited to manage the various P&Ls in both of our segments. Then, I think beyond that, what we're really looking to do is facilitate dialogue.

Between our different business units and our employee bases, we're spread out in over 40 offices around the world and we have put in place Workplace, which is done by Facebook, which is a workplace collaboration tool, where we're able to see a lot of knowledge sharing and a lot of connections being made.

And what we're finding is that there are these common challenges around search engine marketing and search engine optimization and sales force structure and category opportunities, and so now connecting people across the organization, which I think the organization really enjoys.

I think they welcome and I think it's created a great esprit de corps within the company. So, that's at the top level and then across the board set of dynamics in play..

That's helpful color. Thank you very much..

You're welcome..

Our next question comes from the line of Greg Burns of Sidoti & Company. Please proceed with your question..

Good afternoon. When we look at where the full-year shook out in terms of revenue and EPS is towards the lower end of your guidance range.

Was there anything in particular in the fourth quarter that was lighter than you expected going in?.

No. As you remember, on the EPS side, we did not revise the range.

And so, what took us lower in the range from the midpoint were loss contribution from the sale of the sold assets, the three of them at various points in the year and the excess costs from the 6% notes because we took $150 million more than we needed and that capital still sits on our balance sheet.

So, those were the primary deltas between the midpoint of the range and sort of where we ended up. I think there's a couple of pennies here and there that probably flowed through to some other categories. But the bulk of it were the disposal of the assets and the excess interest expense..

Okay, thanks. And when we look at the cumulative investment capital slides in the deck, can you just talk about the kind of the trajectory of the returns? Over the last few years, they've been declining.

Just what's driving that? Is it just generally lower returns on the more recent acquisitions? Is it the majority of the acquisitions? Just gives us maybe a little bit more color on why those returns have been declining over the last few years..

Well, if you go to slide 23, which I think is what you're referencing, I would say they're really in a band, 22% to 27%. Or you could flip that around, which is probably easier to talk about, which is cumulative investment to EBITDA.

Now, first of all, I want to draw your attention, the cumulative investment is not solely the M&A done within the given segment. It's all the investment that j2 has made including regular capital investment. So, this is not purely correlative to try to demonstrate the returns on the M&A.

It is – does have a degree of correlation, because it is the vast majority of the spend, but it's not 100% of the spend. So, you do have CapEx and other things that are flowing through to get to cumulative investments. But I would say it's actually fairly consistent.

I'd say in the last two years, as you know, Everyday Health, right at the end of 2016, the largest acquisition we ever did, because it was big, it took a while to digest it and to get it into its synergistic shape, which we believe will bear itself out in 2018. So, that has a little bit of a drag.

But we look at these – and we look at a slightly different metric, which is we look at by deal and then we look at it by year the actual ROIC, which takes into account things like taxes, additional costs that may occur in right-sizing a business, and it's been incredibly consistent, albeit there is variability across certain deals.

Some do better than others. But it's been very consistent in about the 17.5%, 18% return range, which is within the tolerance of what we target.

So, I don't think we're seeing a lot – obviously, when you do deals at the end of the year, it does create a negative dynamic for that calendar year, because you're booking the investment and you're only getting a fraction of the year of the benefit. That occurred both in 2016 in a big way with Everyday Health.

It occurred in a more modest way in 2017 with the four acquisitions..

Okay. Thank you..

There are no further questions over the audio portion of the conference. I would now like to turn the conference back over to management for concluding remarks..

Thank you very much. Vivek and I appreciate your time and attention today on this, I think, very important call to get to hear a little bit more about how the business is being thought of at j2. We will have several conferences between now and our next earnings call, which will be targeted for early May.

At that point, we will give you an update on the business, as well as discuss Q1 results. So, we look forward to seeing you on the road and then talking to you again in early May. Thank you..

Thank you..

This concludes today's conference. Thank you for your participation. You may disconnect your lines at this time, and have a wonderful rest of your day..