Ziff Davis, Inc.
Q3 2016 Earnings Call Transcript

Published: 2 Nov 2016

[Operator:]

Greetings. Welcome to the j2 Global Q3 2016 Earnings Conference Call. At this time, all participants are in a listen-only mode, and a question-and-answer session will follow the formal presentation. It is now my pleasure to introduce your host, Mr. Scott Turicchi, President of j2 Global. Thank you, Mr. Turicchi. Please go ahead.

[R. Scott Turicchi:]

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 is 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'll briefly touch on our proposed acquisitions of Everyday Health. As a result, our Board has increased the quarterly dividend by $0.01 to $0.3550 per share. We'll use a presentation as the roadmap for today's call, a copy which is available at our website. When you launch the webcast, there's a button on the viewer on the right hand side, which will allow you to expand the size of the slides. If you've not yet received a copy of the press release, you may access it through our corporate website 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 that time, the operator will instruct you regarding the procedures for asking a question. However, at any time you may e-mail questions to us at [e-mail]. 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 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 slideshow 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've recently entered into 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 from 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 Schedule 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 Corp., 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 the website maintained by the SEC at www.sec.gov or by directing such requests to Laura Hinson at [e-mail]. 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, completing 4 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, 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 revenue, although given some investments in the most recent portfolio, the EBITDA margin was somewhat lower than a 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, had 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 cost 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 $0.94 per share, growths of 20% and 22%, respectively. I'll now turn over the call to Hemi on slide 10, who'll give you a little bit more detail by each business segment.

[Nehemia (Hemi) Zucker:]

Thank you, Scott, and good afternoon, everybody. I will start this quarter (9

[R. Scott Turicchi:]

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 did 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 this 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 2, and the earliest date we'd be prepared to close would be Monday, December 5. We've made the necessary Hart-Scott-Rodino filings on October 27. So we should be clear of that, well before December 2. 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. We will 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 8. 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. So there's everydayhealth.com, which is more consumer facing to learn about various conditions, MedPage Today, which is really geared towards physicians. What to Expect, everything about pregnancy and what happens after the baby is born. Tea Leaves, 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 nichey illnesses. So finally on slide 18, we are reconfirming our guidance as Hemi noted in the comment, in the press release. We are trending towards the high-end of the range. Our adjusted 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 reconfirming the revenues between $830 million and $860 million, and the non-GAAP EPS between $4.70 and $5.0 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.

[Operator:]

Thank you, Scott. Ladies and gentlemen, at this time we'll conduct a question-and-answer session. And our first question comes from the line of Shyam Patil with SIG. Please go ahead.

[Shyam Patil:]

Hi, guys. Good afternoon. It's Shyam. 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, to revenue, EBITDA and EPS in the quarter?

[R. Scott Turicchi:]

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, I mean, in Q3 of 2015 to Q3 of 2016, it's a $3.5 million impact across the whole company, almost all of which is borne by the Cloud business. And on a quarter-to-quarter sequential basis, it's 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 and licensing payments that we knew would not repeat in Q3, but were booked in Q2.

[Shyam Patil:]

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

[R. Scott Turicchi:]

It's partial. So I gave you the revenue headwinds. Since most of this is cloud, pretty much half of that, whether you're looking year-over-year or 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 headwind is a headwind against EBITDA and then it flows down from there to EPS.

[Shyam Patil:]

Great. Thank you. And on Everyday Health, I know there is – you're going to be limited in what you can say there, but 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 like this do you see is realistic? Just trying to get a sense as to the – what the future runway could look like within other verticals for you guys?

[R. Scott Turicchi:]

Let me make one statement. Assuming we acquire Everyday Health, we obviously have a big transaction and 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've talked about some of these in the past that meet this 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 is not the case, but there's derivatives of that. So there 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.

[Shyam Patil:]

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

[R. Scott Turicchi:]

Yes. Yes. Whether it can close as early as December 5, will be a function of – we will be ready from a practical standpoint, if the shares are tendered 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 would close definitely by year end.

[Shyam Patil:]

Okay. Great. And then just lastly on Cloud, maybe, Hemi, I can ask you this. But when you look in the Cloud business, you have – portfolio of various businesses, some which are growing nicely 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?

[Nehemia (Hemi) Zucker:]

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 been talking about what to do at this stage. This stage what we will do, we'll 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 forward into the other – the fastest-growing, albeit (28

[Shyam Patil:]

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

[Nehemia (Hemi) Zucker:]

Thank you.

[R. Scott Turicchi:]

Thanks.

[Operator:]

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

[Jon E. Tanwanteng:]

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

[R. Scott Turicchi:]

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

[Jon E. Tanwanteng:]

Okay. And assuming it does close...

[R. Scott Turicchi:]

The only thing I would say that (30

[Jon E. Tanwanteng:]

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

[R. Scott Turicchi:]

Assuming it closes, look, we will – we'll have, say, 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 that if Everyday Health closes, that 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 months 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 deal that Cloud does, I don't see us being financially impeded, and certainly we're not going to be operationally impeded.

[Nehemia (Hemi) Zucker:]

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

[R. Scott Turicchi:]

I think a little bit more.

[Nehemia (Hemi) Zucker:]

Lower to 2017.

[R. Scott Turicchi:]

$260 million-ish.

[Nehemia (Hemi) Zucker:]

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

[Jon E. Tanwanteng:]

Okay.

[R. Scott Turicchi:]

Also too, we're very lightly levered, even in what is expected to be, say, upwards of $170 million to $180 million drawdown into this revolver to close the 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.

[Jon E. Tanwanteng:]

Got you. Thanks. And Hemi, can you touch just very quickly on the uptick and 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?

[Nehemia (Hemi) Zucker:]

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 on LiveDrive, where 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. And you know, if you lose 2,000, 3,000 customers through this – 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 size of our old fax customers, and we were not able to recover all of them and that also aided the – yeah, it was a factor there. But I don't – both those things don't look like they are here to stay. We are continuing all the time, as we do acquisition and as we get more time and attention to find those low-paying customers, especially on some of the Backup 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.

[Jon E. Tanwanteng:]

Got it. Thank you very much.

[Nehemia (Hemi) Zucker:]

You're welcome.

[Operator:]

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

[James E. Fish:]

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

[R. Scott Turicchi:]

Sure.

[James E. Fish:]

You guys talked a little bit about the partner payments this quarter. I was curious as to what the impact of the partner payment 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?

[R. Scott Turicchi:]

Let's start with your first question. Then I'm going to come back and ask you by what metric you posit (34

[Nehemia (Hemi) Zucker:]

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 things mature they find more ways to monetize, the Facebook and the Snapchat to move them to direct-to-site 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 place of other players there. So, first of all, the most important thing for us, 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 a much better shape to be up there, versus not being there. So...

[R. Scott Turicchi:]

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

[Nehemia (Hemi) Zucker:]

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

[R. Scott Turicchi:]

No, let him answer.

[Nehemia (Hemi) Zucker:]

Sorry.

[R. Scott Turicchi:]

Is that correct?

[James E. Fish:]

Yeah. No, you guys are right. I mean, if I calculate that, it's 46% for this quarter versus 60% last quarter and 51% the year before.

[R. Scott Turicchi:]

And there's a bit more – right, and there is a couple different issues. I think Hemi hit the nail on the head. There is a lot of new page views and visits that are 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 – 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 stream.

[Nehemia (Hemi) Zucker:]

Yeah. Just to help everybody else, because you got it – on page 21, it says the views moved from Q2, 4.2 million to Q3, 5.4 million, which is huge jump in one quarter. And this is attributed to those special channels, when – not all views are born equal, but we're definitely excited and very happy, because now we will be able to monetize it and basically 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.

[James E. Fish:]

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 with 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 is sort of the ultimate ceiling that you would have.

[R. Scott Turicchi:]

Correct. That's an internally post (39

[James E. Fish:]

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

[R. Scott Turicchi:]

Hey, welcome.

[Nehemia (Hemi) Zucker:]

Thank you.

[Operator:]

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

[Rishi Jaluria:]

Hey, 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've spoken in the past about the cost savings that you expect to see from data consolidation. I believe you talked about on the Email Securities side, on the business as well.

[Nehemia (Hemi) Zucker:]

Yeah.

[Rishi Jaluria:]

So I guess, first, how have your data center consolidation efforts been trending? And second, in the Cloud Backup business, you saw somewhere in the neighborhood of 1,100 bps 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?

[Nehemia (Hemi) Zucker:]

Rishi, you really have found the thing that I was prepared to talk about. So, first of all, my colleagues, Harmeet that run the division and Scott told me to make sure that the 50% EBITDA that we have, the analyst and our investor, may not think that it can continue to grow to 60% and 70%, even though I'm trying. So the situation is, we're doing a lot of integrations there. And it is, indeed, that the EBITDA is north of 50%. But we are – as 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. We 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 servicing 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 up to one-minute delay. You can buy very inexpensive. So we are doing those. Now, the reason that we say we want to spend more money – we have here 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 with $120 million of revenue, believe now, we can justify having, heads of departments. And basically, it's all geared towards adding some features, because this stage is constantly moving, unlike fax that is peaked. This is something that we need to continue to invest. And more of the 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?

[Rishi Jaluria:]

Yeah. Absolutely. Thank you. And then I wanted to ask about the Gawker sale right back in August. It looks like Univision ended up taking that for $135 million versus the $90 million that you initially offered. I mean, was this just physical (45

[R. Scott Turicchi:]

No. (45

[Rishi Jaluria:]

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, right, 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?

[R. Scott Turicchi:]

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. But it was about $50 million of revenues, and ex-litigation cost, about 20% EBITDA margins. And we had, as I say, a plan for the six – there were seven properties. For the six properties ex-gawker.com, of how to – at somewhat an excess of $100 million purchase price, get that to work within our – within our financial rate of returns. And part of it had to do with – 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 clearly is a tremendous value and 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 below our then EBITDA margin. I mean, IGN, for example when we bought it, I don't think it had any EBITDA margin. It was close to zero.

[Nehemia (Hemi) Zucker:]

Yeah.

[Rishi Jaluria:]

Okay. Great. Super helpful.

[R. Scott Turicchi:]

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 overtime 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 property has not engaged in those activities in the past. And I think that's a very – 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.

[Nehemia (Hemi) Zucker:]

Yes. I will give you a recent example with Ookla. When we bought Ookla, it was a great – very profitable business. 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 they know where to put the infrastructure. When we cut and slice it to smaller pieces, we immediately generated more money, because there were; A, was more data to spare, and B, there was data that is more relevant. So all this creativity of the Ziff Davis team, I'm sure can be re-implemented into every asset that we buy. Also, Everyday has the data like Mayo Clinic (51

[R. Scott Turicchi:]

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

[Rishi Jaluria:]

Okay. Great. Thank you so much, guys.

[Nehemia (Hemi) Zucker:]

Thank you, Rishi.

[R. Scott Turicchi:]

You're welcome.

[Operator:]

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

[James Breen:]

Thanks. Thanks for taking the question. Just a few on the cash flow and EBITDA reconciliation. On the cash flow side, looks like CapEx was up a little bit this quarter, relative to sort of $4 million to $5 million you've been spending.

[R. Scott Turicchi:]

Yeah.

[James Breen:]

Wanted to get some color on that. And then, on the EBITDA reconciliation, you've had sort of acquisition-related integration costs of – $2 million to call it $5 million on – each quarter. That was, looks like a negative number this quarter. And then lastly, just on the Media business, 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.

[R. Scott Turicchi:]

You might have to remind me of all your questions. Let's start with CapEx. So you're correct that if you look at actually, the cash flow out 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 has 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 Speedtest 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 $8 million, 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 add-back in Q3? I'm going to have our Chief Accounting Officer take a look at that. It's relatively minor, but we'll get back to you on that as soon as he gives me an answer. And then the third question you had had to do with?

[James Breen:]

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 expect that will start to grow again sequentially in the fourth quarter?

[R. Scott Turicchi:]

Absolutely.

[Nehemia (Hemi) Zucker:]

Yeah. Q4 is our strongest. Why won't (54

[R. Scott Turicchi:]

Well, two things happened. Generally, fairly strong sequential increase from Q3 to Q4, so – what I'll call relatively small changes in things like your licensing and biz-dev revenue of a couple of million dollars are more than swamped by all 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 can account 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, there was a very high incremental flow-through of that revenue from Q3 to Q4 to EBITDA and as a result, you get a lift into the 40%-plus 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 38%-plus for the year.

[James Breen:]

Okay. And that EBITDA flows through as well to free cash flow? Which is why....

[R. Scott Turicchi:]

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, it was all normal course. Now, nothing within 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 bias 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, in that Q3 has always been bigger than Q2.

[James Breen:]

Okay.

[R. Scott Turicchi:]

And then negative is that – there is an adjustment to the Salesify and Ookla contingent considerations, that's why that's a negative. The $730,000.

[James Breen:]

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

[R. Scott Turicchi:]

Yes.

[Nehemia (Hemi) Zucker:]

Yes.

[James Breen:]

Okay. Great. Thank you.

[R. Scott Turicchi:]

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

[Nehemia (Hemi) Zucker:]

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 – we have products like offers and all 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.

[James Breen:]

Great. Thank you very much.

[Nehemia (Hemi) Zucker:]

Thank you.

[Operator:]

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

[Will V. Power:]

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

[Nehemia (Hemi) Zucker:]

Yes. International opportunity is big actually. Some of our partners in the Cloud, among the consumer business are thinking about ideas, and we start to entertain them. Plus today, when you sell equipment, the shop that sold you the equipment is interested in knowing what is the reception that you have in your basement, and things like this. So we are working on new ideas. This product has beautiful ideas. We have just actually started to work in – actually in the UK on some ideas. But they're really pretty matured. But we're very creative in our approach. We are not what we 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 then you add a content that is testing, testing is also content, it's unique content. So all those unique contents gives you the ability to price it right and to find new users, to find customers that are basically – they have to go with you. So you are dominant player in this space. So all those dominancy plus the first level content is what we're going to leverage, including internationally. Speed testing is absolutely international opportunity. We generate a lot of the money here in the U.S., but international is – and we started to – we're starting to work on international expansion.

[R. Scott Turicchi:]

And I think to follow-up on Hemi said, what's interesting about this asset is, when we bought it, which is now 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 data that would be important in this case to broadband providers. And we had – we actually 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 U.S. and Canada. But now, we have the whole B2B signals, so 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 U.S., some of them may have applicability overseas, some may not. So it is an asset that 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.

[Will V. Power:]

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, video content opportunities. I mean, how do we think about line of sight on that revenue opportunity. When we might actually see that revenue accelerator or kick in? Is that mid 2017? And what still needs to happen from a Facebook, Snapchat agreement standpoint? I mean, are there any laid out kind of the ground rules for that or is there still more to come from them?

[R. Scott Turicchi:]

Well, 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, 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. Is it meaningful yet? I know that's kind of a function of how you wanted to find 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 years to five years. We're going to continue to make these investments, I think sometime within probably the next two years, over the next two years, these ground rules will settle out. And it will become a real contributor to our overall top line.

[Nehemia (Hemi) Zucker:]

Yeah. Look, there are two elements. One element is, let's talk about Facebook, they're more mature than, 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 rev sharing with them, if they find ways and I totally trust them because I see what they're doing. And they're really very 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'll just get a share of the larger pie. Now Snapchat is a younger company, is even more aggressive in their initial growth in percentage. So being with them, being there, in many times the most dominant provider on your segment, can go only up. They're great partners. The delivery of the content doesn't cost us as much as self delivery. So we also have to learn how to better monetize. It's just something that is new. If you think about us two years, three years ago with YouTube, we were just starting. Now YouTube is very profitable for us. I think we're looking over something, is the same we first grabbed the seat at the table and then we figure out how to take more of the table into our bank account, if you want to.

[Will V. Power:]

Okay. Great. Thank you.

[R. Scott Turicchi:]

You're welcome.

[Operator:]

Operator

[R. Scott Turicchi:]

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 they are going to be in New York and in London to seek us out for either the formal presentation or one on ones. And our next regular 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.

[Nehemia (Hemi) Zucker:]

Thank you. Bye-bye.

[Operator:]

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