Ziff Davis, Inc. · NASDAQ:ZD
Ziff Davis — J2 Global — Merger or Acquisition (April 2021)
27 slides from Ziff Davis's merger presentation, Apr 20, 2021
Slide 1: J2 Global to Separate Into Two Leading Publicly Traded Companies
J2 Global to Separate Into Two Leading Publicly Traded Companies April 20, 2021
Slide 2: Safe Harbor for Forward-looking Statements
Safe Harbor for Forward-looking Statements Certain statements in this presentation are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, particularly those regarding our 2021 Financial Guidance. Such forward-looking statements are subject to num
Slide 3: Risk Factors
Risk Factors The following factors, among others, could cause our business, prospects, financial condition, operating results and cash flows to be materially adversely affected or affect our completion or the ability to realize anticipated benefits of the proposed spin-off transaction: • Inability t
Slide 4: Non-GAAP Financial Information
Non-GAAP Financial Information Included in this presentation are certain financial measures that are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP") designed to supplement, and not substitute, J2 Global's and Consensus's financial information presented in acc
Slide 5: The Transaction
The Transaction
Slide 6: Transaction Overview
Transaction Overview Separate J2’s Cloud Fax business (“SpinCo”) from J2 (“RemainCo”) in a tax-free spin- off transaction to J2’s current shareholders Transaction Cloud Fax SpinCo to be called “Consensus” Structure J2 will distribute at least 80.1% of SpinCo via a pro rata spin-off to J2’s sha
Slide 7: Separation Optimizes Corporate Value
Separation Optimizes Corporate Value Enables and Accelerates Independent Growth Strategies of the Two Companies Creates Leading Vertically Focused Internet Platform Creates Leading Secure Data Exchange Platform Aligns Management Incentives and Increases Focus Optimizes Capitalization and C
Slide 8: Transaction Will Create Two Leading Publicly Traded Companies
Transaction Will Create Two Leading Publicly Traded Companies Leading Vertically Focused Internet Platform Leading Secure Data Exchange Platform $1,297 – $1,334MM $333 – $342MM ’21E Revenue Guidance ’21E Revenue Guidance (1,3) (2,3) (1) (2) ~20% ~35% ~2% ~55% Pro Forma ’21E YoY Pro Forma Run-Rate Pr
Slide 9: Healthy Balance Sheets and High Free Cash Flow Should Position Each Company for Growth
Healthy Balance Sheets and High Free Cash Flow Should Position Each Company for Growth (RemainCo) (SpinCo) Call 3.25% convertible notes due 2029 Issue debt and fund distributions to Near Term Actions (Callable in June 2021) RemainCo Gross Debt / Adjusted Up to ~3x Up to ~4x EBITDA at Spin Acquisitio
Slide 10: Consensus (SpinCo)
consensus _ (SpinCo)
Slide 11: Consensus Today
Consensus Today Attractive Financial Profile(1) Our Offering ($ in millions) Leading provider of secure data delivery for enterprise $333-$342 ~55% - and healthcare interoperability ’21E Revenue Pro Forma Run-Rate Guidance Adjusted EBITDA Margin(2) Serve the healthcare sector and other highly regula
Slide 12: Consensus is a Market Leader
Consensus is a Market Leader 350+ 40% ~100% Enterprise Embedded in High Revenue Penetration Healthcare Ecosystem Visibility 362 enterprise customers including 5 of We serve 4 of the top 10 Healthcare ~100% of our revenues are the top 10 enterprises in the world(1) Companies in the Fortune 500 recurr
Slide 13: The Backdrop – Secure Data Transmission in Healthcare
The Backdrop – Secure Data Transmission in Healthcare Healthcare Constituents Use Cases 230k+ 85k+ 6k+ Record Sharing Payer Communication Physician Practices Pharmacies Hospitals Referrals Communicating Pharmacy 200k+ 12k+ 6k Labs / Tests / Results Communication Clinical Labs Home Health Agencies In
Slide 14: Evolution of Secure Data Transmission in Healthcare
Evolution of Secure Data Transmission in Healthcare Analog Fax On-Premises Fax Cloud Fax ▼ Less secure and unreliable ▲ In-house servers ▲ Low capex, fast deployment ▼ Not scalable ▲ More control, customizable ▲ Highly scalable ▼ Higher upfront costs ▼ Not easily scalable ▲ Easy to integrate ▼ Stati
Slide 15: Secular Trends Driving Growth at Consensus
Secular Trends Driving Growth at Consensus On-Prem to Cloud Fax Adoption Has Driven …With Significant Headroom for Continued Consistent Growth at Consensus… Expansion (2) Consensus Corporate PF Revenue ($ in mm) Consensus Share of Corporate Online Fax Market(1) $150 Other On-Prem and Cloud Fax 91% 9
Slide 16: What's Next – The Interoperability Opportunity
What’s Next – The Interoperability Opportunity A Flawed System What Do Doctors Want? Acute Care / Primary Specialist Diagnostics Hospital Care Care / Lab Different EHR Systems Interoperability “84% of physicians anticipate secure and efficient Different Workflows sharing of data.” Local Specialty Po
Slide 17: Consensus is Uniquely Positioned to Solve Interoperability
Consensus is Uniquely Positioned to Solve Interoperability Interoperability Platform Provider Workflow Collaboration Data Exchange Networks CERTIFIED NETWORK Healthcare Care Data Extraction OCR / NLP Data Real Time HCIT Integration ✔ API HIPAA Secure Transformation Notification Data Management and I
Slide 18: Consensus Interoperability Roadmap
Consensus Interoperability Roadmap 2020 2021 2022 and Beyond TAM for Expanded Tool Set $2.0B $10.0B $11.0B Product Enterprise Expansion Expanded Interoperability Intelligent data extraction Roadmap offerings and transformation New Interoperability Offering Workflow & Integration Electron
Slide 19: Experienced Senior Management Team
Experienced Senior Management Team Scott Turicchi John Nebergall Jeffrey Sullivan Donna Tomasino CEO COO CTO CRO, Enterprise Bret Love Vithya Aubee Lynn Johnson SVP, Inside Sales and Service General Counsel Global HR Leader 19
Slide 20: J2 Global (RemainCo)
GLOBAL (RemainCo)
Slide 21: J2 RemainCo Today
J2 RemainCo Today Leading Vertically Focused Internet Platform ($ in millions) $1,297-$1,334 Tech & Gaming Health Shopping Cybersecurity SMB ’21E Revenue Guidance ~35% Pro Forma Run-Rate Adjusted EBITDA Margin(1) ~20%(2) Pro Forma ‘21E YoY Revenue Growth Rich content and Programmatic acquisition Pre
Slide 22: J2 RemainCo Has an Established History of Total Growth
J2 RemainCo Has an Established History of Total Growth ($ in millions) PF Revenue(1) PF Adjusted EBITDA(3) $1,297-$1,334 CAGR ~34%(2) (4) $454-$467 CAGR ~29%(2) $1,091 $395 $966 $327 $786 $226 $261 $661 $137 $172 $44 $90 $455 $358 $261 $175 2013 2014 2015 2016 2017 2018 2019 2020 2021E Adjusted EBIT
Slide 23: Positioning and Performance Could Unlock Deeper Appreciation of J2 and Consensus
Positioning and Performance Could Unlock Deeper Appreciation of J2 and Consensus J2 Global Today: EV / ’21E Rev: 4.6x EV / ’21E Adjusted EBITDA: 11.5x CY '21E Financials CY '21E YoY Growth Valuation CY '21E Financials CY '21E YoY Growth Valuation Enterprise EV / '21E Enterprise EV / '21E Rev EBITDA
Slide 24: Separation Expected to Unlock Long-Term Corporate Value
Separation Expected to Unlock Long-Term Corporate Value (RemainCo) (SpinCo) Leading Vertically Focused Internet Platform Leading Secure Data Exchange Platform Accelerates Aligns Management Optimizes Provides Investors Independent Growth Incentives and Capitalization and with Two Distinct Strategies
Slide 25: Appendix
Appendix
Slide 26: GAAP Reconciliation: Revenue (RemainCo)
GAAP Reconciliation: Revenue (RemainCo) ($ in millions) 2013 2014 2015 2016 2017 2018 2019 2020 Revenue $237 $331 $474 $573 $810 $894 $1,062 $1,172 Reconciliation of GAAP to Adjusted Non-GAAP measures: Acquisition-related integration costs (2) 2 -- -- -- -- -- -- Patent settlement (13) -- -- -- -- -
Slide 27: GAAP Reconciliation: Adjusted EBITDA (RemainCo)
GAAP Reconciliation: Adjusted EBITDA (RemainCo) (1,2) ($ in millions) 2013 2014 2015 2016 2017 2018 2019 2020 Net Income $30 $62 $88 $54 $36 $20 $39 $37 Plus: Interest expense, net 11 11 23 24 30 26 27 56 Other expense (income), net 12 0 (0) (10) (25) 4 7 12 Income tax expense 1 2 3 19 48 7 17 25 De