Ziff Davis, Inc.
Q3 2013 Earnings Call Transcript

Published: 6 Nov 2013

[Operator:]

Good afternoon, ladies and gentlemen, and welcome to the j2 Global -- j2's Third Quarter Earnings Conference Call. It is my pleasure to introduce your host, Mr. Scott Turicchi, President of j2 Global. Thank you, Mr. Turicchi, you may now begin.

[Robert Scott Turicchi:]

Thank you very much. Good afternoon, and welcome to the j2 Global investor conference call for the third fiscal quarter of 2013. As the operator just mentioned, I'm Scott Turicchi, President of j2 Global, and with me today is Hemi Zucker, our CEO; and Kathy Griggs, our CFO. We will be discussing our Q3 financial results, provide you an update on our 2 business segments, Cloud and Media, reaffirm our financial guidance, as well as provide some additional financial information regarding our patent licensing program. I would also alert you that our board has increased the quarterly dividend from $0.2475 per share last quarter to $0.255 per share this quarter. We will use a presentation for today's call. A copy of this 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 have already been on the call for a while, please press Refresh and the slides will appear. Also, a copy of our press release is accessible through our corporate website at j2global.com/press. After completing the formal presentation, we will conduct a Q&A session. The operator at that time 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 the prepared remarks, I will read the Safe Harbor language. As you know, this call and webcast include forward-looking statements. Such statements involve risks and uncertainties that could 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 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've included as part of the slide show for the webcast. We refer you to the discussion in those documents regarding Safe Harbor language, as well as forward-looking statements. Before turning the presentation over to Kathy to review our financial results for the quarter, I would like to address the presentation format found on Slide 5. As you know, we now report in 2 business segments, Cloud and Media. With the introduction of the Media business approximately 1 year ago and the success of our IP Licensing program, we believe that the breakout of our business, provided on Slide 5, will be helpful in your analysis. The Cloud segment consists of the Cloud Services subscription business, which has the revenues from our fax, voice, e-mail, e-mail marketing and online backup businesses, as well as some ancillary revenue such as advertising. The IP Licensing piece consists of the revenue generated from our patent licensing program. For analytical purposes, changes in the revenue in our IP Licensing piece of the business fall directly to the pretax income line and do influence reported EPS on a quarter-to-quarter basis. Historic costs that are amortized into our G&A are borne by the Cloud Services piece of the business. The Media segment consists of the assets acquired over the last year, specifically Ziff Davis, IGN and NetShelter. I will now turn the presentation over to Kathy.

[Kathleen M. Griggs:]

Thank you, Scott. Good afternoon, ladies and gentlemen. Our Q3 2013 GAAP revenues were $127.8 million, consisting of $93.4 million of Business Cloud Services revenues, $33.4 million in Digital Media revenues, and $1 million in IP Licensing revenues. Revenues from the Cloud subscriptions increased 4.2% to $93.3 million versus Q3 2012 at $89.6 million. Media was $33.4 million versus 0 last year and IP Licensing revenues were $1 million versus $3 million in last year's Q3. As we have mentioned in the past, IP Licensing revenues are highly volatile and difficult to predict as litigation is often involved. EBITDA increased 5.6% from $50 million in Q3 2012 to $52.8 million in Q3 2013, despite a reduction of $2 million EBITDA from IP Licensing over last year. Please refer to Slide 5 in our presentation for our Business Cloud Services segment financial results, as well as the Media and the IP. For the Business Cloud Services for Q3 2013, that segment achieved the following

[Nehemia Zucker:]

Thank you, Kathy, and good afternoon, everybody. Today, I will discuss the progress and the achievements year-to-date of both our Cloud and Media business. Let's turn into Page 7, where I will discuss our business progress on our Cloud subscriptions. As you know, we closed the quarter with approximately 2.2 million DIDs. This is 140,000 DIDs, additional DIDs from a year ago. In 2012, our revenues were $327 million, and it was 88% of our total revenue coming out of the DID-based services. This November run rate is $343 million. It's an increase of 5%, and it is representing approximately 66% of our revenue. So from 88% last year to 66% this year. Most of the growth came from our eFax and eVoice. Now let me talk a little bit about our non-DID services. In 2012, our revenues for non-DID services were $25.6 million. And now, November run rate is $34.3 million. It's an increase of 33%. KeepItSafe, leading the pack, with 234% year-over-year growth. Revenue is now $12 million running rate, and I would discuss in details in the next slide. Our FuseMail business grew 24%, and it's now representing over $10 million of running rate and is now M&A- and integration-ready with the new GM that was just appointed 2 quarters ago and is doing very well. Our Campaigner business also grew organically only, $12 million now. They are practicing with the integration of small brands and doing very well. Next slide, I will highlight, in Page 2, our KeepItSafe revenue online pickup. As I said, November run rate was $12 million. It is up 40% over last quarter and 234% over Q3 of 2012. A year ago, in Q3 '12, it was only $3.6 million, now $12 million. We are adding revenue and we are adding features. KeepItSafe Mobile is soft-launched with select corporate customers. Those customers represent thousands of devices that are looking for the bring-your-own-device solution. In February or March next year, we are going to move into production, and the current customers' testing represent a revenue of $0.5 million a year. Recently, we had expanded our KeepItSafe co-locations or infrastructures into Canada, and now we have 5 locations. We have in Europe, Ireland and New Zealand -- I'm sorry. Ireland and Netherlands, and we have U.S., we have Canada and New Zealand. This is really key for the multinationals that are really careful and really worried about the data being under the law of each country standing on its own. Netherlands was our largest acquisition that we have done for KeepItSafe. It is now fully integrated and are operating under the brand of KeepItSafe. Next slide, our cancel rate. This is what I call our "Thank You" slide. Churn is an all-times low, and it's attributed to our success story and hard work of our employees in providing desirable services to our customers. Next, let me go to Page 10, when I will talk about our Digital Media. Our Digital Media was, in Q2, $31.2 million and this quarter, $32.6 million, almost 4.5% growth quarter-over-quarter. And as mentioned before, Q4 is seasonally the strongest quarter for our Digital Media advertisers that are coming and looking for advertisers, like our Ziff Davis. Page 11, Page 11. As you know, comScore, which is a third party, is ranking the Internet world every month. For September 2013, we are #1 in all our spaces

[Robert Scott Turicchi:]

Thank you, Hemi. Before going to the guidance on Slide 16, to follow up on Slide 5, we've provided you with an EBITDA margin contribution over the last 7 quarters for the 3 pieces of the business that Kathy discussed, the Cloud Services, the intellectual property licensing and the Media. 2 things I'd like to draw your attention to. For the Cloud Services business, as you know, we have had a combination of organic growth and tuck-in M&A that has driven that business over the last several years. That combination produces a very stable range of EBITDA margin, generally between 49% and 52%. Where we fall within that range in any given quarter will oftentimes be a function of the marketing programs that are being conducted, as well as whether any testing is going on, and the amount of money that is being spent for either launching new products or marketing new products, as well as money spent in foreign jurisdictions. The IP Licensing by contrast has almost 100% flow-through to EBITDA. But as you can see on the chart, has quite a range of revenue, from a low of $300,000 in Q1 of 2012 to almost $15 million last quarter in Q2 of 2013. We believe this presentation format is helpful for you when you look at revenue growth in each segment of our business, to then be able to apply an appropriate margin for generating things like pretax income, net income and EPS. I would also note that for the Media business, as you know and as Kathy mentioned, the fourth fiscal quarter is the most important quarter, but we have seen in each of the first 3 fiscal quarters of 2013, sequential improvement not only in revenue, but most importantly, in its EBITDA margin. Finally, as I mentioned at the beginning of the call, we reaffirm the guidance that was raised earlier this year. That revenue range, to remind you, is between $510 million and $535 million of revenue and non-GAAP EPS, which excludes integration costs, as well as non-cash comp expense of between $2.78 and $2.98 a share. Finally, as Kathy mentioned, the board declared the dividend of $0.255 per share payable on December 4 for shareholders of record as of November 18. That is approximately $12 million a quarter of cash for the payment of the dividend, based on our current share count. Finally, the supplemental schedules on 18 and following, consists of a combination of our metrics with the Cloud, Media and consolidated business, as well as various reconciliation schedules between the non-GAAP measures used and their nearest GAAP equivalent. And at this time, I would like to have the operator come back in to instruct you how to queue for questions.

[Operator:]

[Operator Instructions] Our first question comes from Daniel Ives from FBR Capital Markets.

[Daniel H. Ives:]

Q4 with the Media business, can you walk us through some of the latency in terms of guidance, how you're thinking about that going to Q4?

[Robert Scott Turicchi:]

Dan, you've got a lot of echo there. Can you repeat the question?

[Daniel H. Ives:]

Yes, in terms of the Media business for Q4, can you talk about some of the puts and takes in terms of guidance for Q4, just given the business' seasonally strong quarter?

[Robert Scott Turicchi:]

Yes. As you know, we've said throughout the year and, obviously, we've acquired assets throughout the year that changes the mix a little bit, that it is a seasonally Q4-heavy quarter. In an earlier presentation, we've talked about revenue being anywhere from 32% to 37% falling in the fourth fiscal quarter, relative to the year as a whole. I would say, we can refine that down now to probably 32% to 34% of revenue for the full fiscal year that will fall into Q4. Part of the reason why it's at that portion of the range is that not all of the acquired assets have the same dynamics as Ziff Davis itself. So the beauty, though, is that a lot of the costs in that business remain fixed. So you'll notice, just even in the first 3 fiscal quarters, there's an improvement in margin based upon more revenue coming in on a sequential basis and, of course, really in the last couple of quarters, also the integration, savings and synergies by particularly rightsizing the cost structure of IGN. So as you look to last year, you'll see that for the, roughly, 45 days that we owned just Ziff Davis, it produced about a 40% EBITDA margin on $10 million of revenue. So, obviously, that is the best 45 days of the year you could own a digital publishing business. So the quarter, as a whole, we'd have an expectation to have a lower EBITDA margin than just those 45 days.

[Operator:]

Our next question comes from Shyam Patil from Wedbush Securities.

[Shyam Patil:]

I missed part of Kathy's comments at the beginning. But just when you look at the third quarter from the top line for EPS, was there anything -- I guess, how did it come in relative to your internal expectations, just coming below the Street? I'm just curious how it came in below your expectations internally?

[Robert Scott Turicchi:]

Yes, I think the Street, quite frankly, got ahead of us. And part of the reason that we have Slides 5 and Slide 9 -- 15 is to help break out the influence of the patent revenue which is pretty much pure margin. You may recall on the last quarter's call, I indicated that when you take out the one-time effect from the settlement in April, we have a historic stream over the last several quarters of IP Licensing revenue of between $1 million and $3.8 million. Now it is very, very hard to predict that revenue. We happen to come in at the lower end of that range, but nevertheless within the range, there's not a lot we can do about it. But those dollars off of somebody's model flow-through to almost 100% EBITDA or pretax. So as Kathy mentioned in both her discussion and as mentioned in the press release, relative to a year ago, it's a $0.03 differential. And I think relative to some analysts' expectations, it's as much as a $0.05 differential. So even though the revenues are rather small in that piece of the business, there's a very, very high degree of sensitivity in terms of its margin impact and its flow-through to the bottom line. So that's really what we're trying to emphasize by breaking out those 2 slides. As I say, I think the Cloud Subscription Services business and the Media business, I mean, basically in line. On the Cloud side, I wish that over the course of the first 9 months, we had been able to do a little bit more M&A, particularly in the tuck-in areas, some of the smaller deals like an EPA that we just announced. But, quite frankly, we have focused on larger opportunities this year, and there's been some pressure because of the valuations that exist, particularly in the United States, for deals because of the Dow being in an all-time high. And as we stated before, it is very important not to break that discipline. I'd rather pass on a deal than do a deal just to have a deal done, and maybe make a quarter look a little bit better. So, as you know, we stood on very ample access to capital cash balances, as well as the ability to borrow more if we need it. We're spending, quite frankly, a lot of our M&A focus right now in terms of larger transactions outside the United States.

[Shyam Patil:]

Got it. That was very helpful. And then maybe in terms of the guidance, I know you don't -- you don't guide specific quarters, but given that we're talking about the fourth quarter, how should we think about Cloud subscriptions, Licensing and Digital Media for the fourth quarter? Or if you don't want to talk about the fourth quarter, maybe for the annual guidance relative to the midpoint, and how you guys are thinking about it internally?

[Robert Scott Turicchi:]

Well, a lot of where you probably will end up in the range is a function of Q4 results for IP Licensing. I don't think there's a lot of mystery in the Cloud Services business. As I say, if you look back over the breakout on Slide 15, over the last 7 quarters, and you can go back even farther in history, I mean, there's a very consistent heartbeat there of approximately 5-ish percent growth in top line revenue and around 50% EBITDA margins. So I don't think that piece of the business should be a big mystery. And certainly, if we did something larger M&A-wise, at this point in the year, it's probably not going to be terribly impactful for '13, although it would for '14. Media, I think we've talked about, with the question Dan just asked, and how to think about Media directionally, as well as margin-wise, so really then the difference comes to IP Licensing. Now to be conservative, I'd reaffirm my range of revenue that I gave you last quarter, but clearly being at the $1 million market in Q3, you might want to stay closer to that number than some higher number. And it's very hard to predict because some of these deals could close in late December and could change the answer to your question based upon the size of the deal, as well as the nature of the settlement entered into. So...

[Shyam Patil:]

So to paraphrase, it sounds like nothing has really changed in terms of expectations with some volatility in the Licensing piece?

[Robert Scott Turicchi:]

That's correct. And that's why, because I wanted to break it out, to show you that just in the last 6, 7 quarters, you've got a range of $300,000 of revenue to $15 million, grant the $15 million, even if you wanted to throw that out as being unique, you still got a range of $300,000 to $3 million. So that's a pretty wide band, when on the margin, that delta goes right to pretax income and it's blended in to our overall annual tax rate on an unexpected basis. So literally, $2.5 million is about $0.04 to $0.05 in earnings.

[Shyam Patil:]

Got it. And then in terms of large M&A, you talked about it on the call, Scott, just recently. International seems to be where you're focused. It seems to be more in the non-DID areas. Can you talk about just what potential areas you might be thinking about on the Cloud side? And then on the Media side, are we looking at potentially new verticals? Or is there stuff on the tech side you can do as well?

[Robert Scott Turicchi:]

Okay. On the Cloud side, I'd say, first and foremost, we look for like kind of assets that we have already, so any of them in the 5 categories. Obviously, there's not a lot in the fax arena that is very large even in foreign jurisdictions, although we do look for those deals as well. Voice, online backup, absolutely. As Hemi mentioned, the Campaigner business is starting to get ready for prime time in terms of the ability to buy either like assets or related assets and integrate them in. It's not quite there yet. We're doing some internal migration testing. But, hopefully, that will conclude by the end of this year and that will be another segment open for M&A. EPA, which is an e-mail based asset in Europe, fits into our overall e-mail profile. So, first and foremost, we're going to look for assets that are already within the spectrum of what we do. Having said that, though, we do look regularly, I'd say, to the right or to the left or up and down, in terms of assets and services that are related to what we do that targets small businesses. I won't, at this point, be terribly specific, other than to refer you back to some number of quarters ago when we had in one of our presentations a series of bowls or bobbles that had each of the j2 services. And behind it, there were a lot of different space names. Things like digital signatures, document management services, hosting. All these different names were in our judgment and, I'd say, with some evolution over 8 or 9 quarters, we would reaffirm that those categories, many of them as they are, make a lot of sense to varying degrees for the kinds of customers that we have. So what we do in the ordinary course is we do internal studies of those spaces. And sometimes, it's also aided by actually being able to be involved in a transaction, even if we don't win it, to look at what is going on in that space of how different companies are structured. So you can rest assured that we have been doing that, and so there are spaces outside of the 5 existing Cloud Services that we have been investigating, all of which would be on that slide from about 7, 8 quarters ago. But I'll let you figure out which ones are the more likely. You may recall those that were kind of bigger, tight and closer to the core, were in our judgment at that time, a better fit than stuff that was on the periphery. In terms of the Media business, the goal over the last 2 quarters was to really integrate, particularly IGN. NetShelter was a rather rapid and easy integration in that we extracted out from a company, so we were able to take basically contracts and people. But IGN, as you recall, was a much larger organization. It was actually larger in people count than Ziff Davis at the time of acquisition. I had a lot of businesses that we felt were not core to its mission of games and men's lifestyle. So the first 6 months was really divesting, shutting down, giving away those assets, to hone the business down back to its really historic core mission which is to be a leader in games at IGN.com and a leader in men's lifestyle in AskMen. And I think that has been accomplished. As Hemi mentioned, there's a new AskMen website. IGN has regained its leadership as #1 in terms of comScore rankings for visitors in the month of September. There's a very good forward-looking several months for that business, with the release of things like PlayStation 4 and then all the intended games that come out on a like basis for those devices. In terms of your direct question on M&A, we think there's still properties that make sense within the tech and games, specifically verticals, and to some extent, men's lifestyle, although it's a narrow category, that if the price is right and the circumstances are right, could be rolled into the existing Ziff Davis platform. But we also will start to look at other verticals.

[Shyam Patil:]

Great. I have one last question. One last question that I've been getting from some investors is on the free cash flow. If you compare the trailing 9 months of this year versus last year, and you back out the patent settlement, it looks like it's down a little bit. I wonder if you can just talk about that a little bit?

[Robert Scott Turicchi:]

The biggest -- I'd say, the biggest difference is we have the bond expense in terms of our cash for the first 9 months of this year versus basically 0 for the first 9 months of last year. And as you can see, the Media business is a lower EBITDA-margin business than the Cloud Services business, and it also has much longer cycles in terms of the collection of its cash. So we earn the money, but there's a 90-day lag to actually collecting it. So I think you've got to look at owning that business on a full 12-month basis, and probably then lag the quarter for the cash collections to come in and then compare that on the prior 12 months in terms of being truly heads-up. This will start to correct itself beginning really in Q1 of next year. Because on a comparison basis, they will be the same amount of bonds outstanding, they will be the same interest expense both accrued and paid, and we'll have a Media business where you have a strong Q4 with collections coming in Q1. So I think you'll start to see that normalize itself or reverse itself. But you are correct about the reality of the 9 months for those 2 reasons.

[Operator:]

Our next question comes from Greg Burns from Sidoti & Company.

[Gregory Burns:]

Just a question in terms of improving the monetization of the IGN assets. Can you just give us an update on where that stands? It looks like the traffic continues to improve nicely. But in terms of improving the monetization, how is that progressing?

[Nehemia Zucker:]

It's Hemi. So if you listened to what I'm saying, there are lots of properties or a lot of changes that we have done to increase the visitors, and also to keep them longer on the website. Everything is geared up towards that. We are also doing a good job there in catering to the consoles that are supposed to come. And as I said before, the consoles that originally, originally would be brought to IGN, we were thinking that the console -- as the manufacturer said, will come earlier this year. They're coming in Q4. Q4 usually will be very few games, and then Q1 and Q2, all the publishers will come with the games. So we'll have basically a good spread between the quarters, resulting of the manufacturers coming with the new and very competitive pricing on the consoles.

[Robert Scott Turicchi:]

And I think that actually ends up being good news for us because the ability to improve the monetization of the visitors and page views takes time, in terms of gathering and collecting the data. So that process, we never budget any for 2013. And so we don't -- we maintain the lack of expectation, if you will, for this year. But as we roll into '14 and that data becomes more robust, it will also then begin to coincide with the release of the game cycle, which will actually be beneficial, somewhere probably between the middle of Q1, the middle of Q2. So that has nothing to do with us. It more has to do with their own release cycle. But we may actually be able to have a very nice confluence of events.

[Gregory Burns:]

Okay. And in terms of how ad dollars are allocated within a space, obviously, having the #1 position is beneficial in driving increased marketing dollars your way. But when you look at like a 1 versus 2, say, Ziff versus CNET in the technology space, what -- how do you increase, I guess, the allocation of ad dollars towards Ziff as opposed to CNET? Or is it just a function of you being able to drive higher ppms than CNET to increase revenue?

[Robert Scott Turicchi:]

So I think there's 2 things. Let's not get overly sensitive to the ordinal rankings on a month-by-month basis. Because if you look -- if you chart it month-by-month, there will be months we may fall to #2. I think what's important, if you go to Slide 11, is the, really, orders of magnitude and differentiation that exists, take the tech vertical between Ziff Davis, CNET and IDG and everybody else. So the advertisers, when you're in that top tier, certainly leadership helps, but if you're in that top tier and there's a relative closeness amongst the top players, then you start off with the expectation you are likely to get some marketing dollars from the various either device manufacturers or game providers because they're not going to concentrate all their money with a single vendor. Now on the margin, the answer to your question is yes. If you can demonstrate better success in the return of those marketing dollars, based on better targeting, we have a predisposed base of customers for tablets, PlayStation 4s, this type of game, then the ad sales team can sell not only the ordinal ranking within the category as displayed by comScore, but, really, the value proposition of spending those marginal marketing dollars with us versus somebody else. Think of the comScore rankings as without any effort, what gets people's attention. If you have marketing dollars to spend, they say, "Hmm, these guys are in the top tier. I probably got to check them out and talk to them." That invites the conversation then for our ad salespeople to say, "Well, let me show you what's been going on if you advertise on Ziff Davis or on IGN. Let us show you how we're going to give you more bang for your buck for those marketing dollars you're willing to allocate to us."

[Nehemia Zucker:]

Also, Greg, I think your question is about, do you get premium dollars for premium spot. And in advertising, yes. When you're the leader in the space, you also get more money per the same equivalent exposure than the #2. It's obvious.

[Operator:]

Our next question comes from James Breen from William Blair.

[James D. Breen:]

Just a couple of questions, one on the media side. As I look at the visits versus page views versus the revenue growth, it seemed sequential growth of visits was like a little over 7, page views was at 5.5 and the revenue growth was 4.5. Can you sort of talk about maybe the relationship between those? And then, any color you can give us into -- there's about a little over 2,000 page views this quarter, how that splits, maybe generally speaking, between IGN and Ziff, the major properties?

[Robert Scott Turicchi:]

At the latter question, the answer is no. We're not going to split it out. The answer to your former question is you've got to remember that at NetShelter, we are only getting approximately half of the revenue relative to the visits and the page views. Whereas in Ziff Davis and in IGN, owned and operated properties, a visit comes in, a page view is consumed, advertising dollars are generated, we keep $0.100 of it. And so we report for the NetShelter piece of the business, only the net revenue received, which is roughly $0.50 on the dollar. So that will put downward pressure on the revenue growth relative to visits and page views. If you recall, before we bought NetShelter, NetShelter, and then granted, it was monthly number, so there's probably some volatility in this, but it had a comScore ranking of 2 or 3 behind CNET. So it brought a lot of visits and, by implication, page views to the table, but not the same order of magnitude of dollars.

[James D. Breen:]

Okay. That makes sense. And then you touched on this a little bit, when you look at the seasonality in the Media business in the fourth quarter, and sort of implying that -- I think, did you say 39% of the revenue in Media comes in the fourth quarter, is that the number you threw out there?

[Robert Scott Turicchi:]

No, 32% to 34%...

[James D. Breen:]

32% to 34%. Yes, so that's fine. So if you look at that number, though, I think one of the things you talked about was that the cost side of the equation doesn't jump as much. So it's basically implying that EBITDA margins will jump up for the Media business in the fourth quarter. We'll get some blended number for the year that I think will probably be in the low-20% range, probably something like that. As we think about growth, it seems like you're growing that business high teens, low-20s on a year-over-year basis. Will -- on the expense side, over the course of the next 12 months, will the expenses grow at a rate slower than that, and so we'll continue to see leverage there in the EBITDA line?

[Robert Scott Turicchi:]

The answer is, yes. I mean, a, obviously, we don't have '14 guidance out, b, we're still in budgeting. So you're drawing certain inferences from the data which I won't challenge you on at this point, but we haven't refined it to the level of saying, revenue growth for Media, without any further M&A, is between blank and blank. But using your logic and your assumptions, the answer is yes that the expenses should grow more slowly. Now having said that, remember, just like in the Cloud segment, you have a range of EBITDA contribution of Media revenues that go from probably 10% on the low end to almost 100% on the high end. So the mix of those incremental revenue dollars are influential in terms of what will be the ultimate EBITDA margin for 2014 relative to '13. So mix does matter. So, once again, $1 of NetShelter revenue is not as valuable as $1 of Ziff Davis or IGN revenue. $1 of Licensing revenue is more valuable than $1 of display revenue. So you have to take those mixes into account. And, quite frankly, what we will, in the budgeting process drill down on, is owning these assets approximately a year, at least the major ones, is where do we think the incremental amount of revenue falls into each bucket, so that we can put an appropriate margin on it and then come up with an appropriate range of margin expectation, and then ultimately, feed that to you as guidance. But that will all be done in anticipation of and then release concurrent with the Q4 call, which my guess will be roughly in mid-February as it traditionally is.

[James D. Breen:]

Okay. That makes sense. And then just last in the free cash flow, and you touched upon it in the last question a little bit. You, obviously, saw a step-down this period. You've mentioned that there was some timing around sort of receivables there. And I think, just to clarify, did you also mention this is the first period when you paid the interest expense and the debts that's in that number?

[Robert Scott Turicchi:]

No. For the 9 months, the question was -- the only question was the 9-month free cash flow, which is what's reported, say, in the Q or in the financials today, you can segment it out by quarter. But if you look at the 9 months of 2013, we've actually made 2 interest payments from a cash-cash basis, 1 in February and 1 in August. Those were our payment dates. So on a gross basis, that's $20 million of cash. And, of course, in the year ago 9-month period, we made no such payments. We had accrued within that 9-month period 2 months of interest, August and September, but made no cash payments. So you have a timing issue that, as I say, will begin to self-correct once we get to Q1 of '14 because when you compare it to Q1 of '13, for the most part, if we don't buy any more Media assets or any more Cloud assets, it's the same book of assets in the same quarters, same bonds outstanding, same interest rate. And there may be differential in taxes and there could still be differentials in working capital, but those start to narrow down because the Media is the one that tends to have a longer date of receivables versus the Cloud business. The Cloud business doesn't really -- it hasn't changed in its dynamics. Obviously, a good portion is built by credit card collected in 3 days. The corporate piece, which is growing, is built in arrears. Those things blend down and they haven't changed very much in the days outstanding.

[James D. Breen:]

And was there any dilution to the cash flow just from the integration of the Cloud assets -- I mean, sorry, in the Media assets in the beginning of this year that sort of goes away in the beginning of next year?

[Robert Scott Turicchi:]

Yes. You'll notice in the press release that we have about $8 million of pretax exit cost expenses incurred this year, I'd say, primarily related to IGN. Now we will get a tax benefit on those, so there's probably a net $5 million after cash tax -- after tax expense out the door in this year related to those activities. And, obviously, we would not see those repeat themselves next year. But having said that, as you know, we don't stand still in terms of our acquisition of assets. So I would be more than very disappointed if we came back in a year and we had no integration costs on future deals, either there was nothing to integrate or we didn't do any deals, and I don't think that's realistic. Probably, the better question is I don't know that we've got enough historical data given that one segment is new is, is there an ongoing annual range of exit costs we could kind of budget for. But it's very hard at this point because the Media is still relatively new with only 3 transactions. Cloud, I think, is probably easier to answer that question on.

[Operator:]

Our next question comes from Mark Murphy from Piper Jaffrey.

[Pinjalim Bora:]

This is Pinjalim on behalf of Mark. Could you talk about -- since we are talking about NetShelter, could you talk about the traction that you're seeing in NetShelter and how much was the contribution in the quarter?

[Robert Scott Turicchi:]

Yes. We're actually seeing very good traction with NetShelter. As you may recall, when we bought it roughly in mid-May of this year, there was a small piece of the Ziff Davis business called BuyerBase. We have integrated the 2 together. They were very similar businesses. We have seen, in Q3, the first full fiscal quarter we've owned it, a strong receptivity. There's a little bit of cannibalization between BuyerBase and NetShelter, but once those 2 were put together, a strong receptivity for the NetShelter product going forward. In terms of breaking it out, as I answered in the earlier question, no. It's an amalgamated whole. We're not breaking out the pieces just like we don't break out usually other than revenue, the pieces of the Cloud business.

[Pinjalim Bora:]

Okay. Fair enough. What about -- I mean, talking longer term, I don't know if you would give this, but talking longer term in terms of margin, EBITDA margin for the Media business, where do you see it going? Is there any color that you can give there?

[Robert Scott Turicchi:]

Well, look, I have a dream for it. But a lot of it is premised on the answer I gave the earlier question, which is if the business can double in size, I believe that it is not on a fully scaled basis right now, meaning that there are G&A costs, there are administrative costs. There are a lot of costs that are being spread over a business that could probably double in size with only some modest increase in those costs. Yes, you'd have additional content costs, creation costs and, yes, you'd have additional ad sales costs, but in a lot of the G&A of the business that can be levered on a revenue basis. So when we had the Media Day on July 9, I talked about a business that would be approaching $250 million in revenue at some point in the future, through a combination of organic growth as well as additional M&A. My dream is that business is somewhere in the 30s, and maybe if we get lucky, approaching the 40% EBITDA margin. Now it's a very wide range because like I mentioned on the previous question, where that incremental $120-something million of revenue come from really matters. So the mix of that incremental revenue will be influential in the ultimate EBITDA margin that is attainable. So I don't want to create a false expectation or one that is unrealistic. But I think, clearly, from somewhere in the low to mid-20s, which is what you'd be observing on a trailing basis, we've got lift that should be getting us into the 30s.

[Nehemia Zucker:]

And Pinjalim, as we will come with our guidance for next year, it would be easier for us to tell you where it's actually on our planning.

[Robert Scott Turicchi:]

And I don't expect, by the way, the business necessarily to double by next year. Certainly, if you take the earlier comment of mid- to high-teens organic growth off of the existing base, you wouldn't get anywhere near a $250 million revenue business. But as I also said, I don't think we'll stand still. I think we'll have other assets to acquire. So I'm putting no immediate timeframe on when that is possible or likely, other than to say, certainly, it would not be something we would expect to have happen next year.

[Operator:]

Our last question comes from -- is a follow-up from Greg Burns from Sidoti & Company.

[Gregory Burns:]

I just have a question about the year-on-year EBITDA declines in the Cloud business on Slide 15. Could you please reconcile that again? The M&A you've done in the space over the course of the last year or so, and what that implies about the growth, the rates of the rest of the business?

[Robert Scott Turicchi:]

I don't think I -- referring to Slide 15, as you pointed out, the EBITDA margin is anywhere from 49% to 53%, the high watermark in those last 7 quarters being Q2 of 2012. My recollection is that you have a couple of things going on there. One is you have a higher amount of other, also very high-margin revenue in Q1 and Q2, such as advertising, that is much less, almost 0 in 2013. So that is giving some aid to the margin in '12 that we're not seeing in '13. If you recall, we still maintain a free base of customers, but most of that inventory we reallocated to ourselves for things like cross-sell. So we don't generate, these days, a lot of external advertising revenue. And the other piece is some -- you may recall earlier this year, we talked about programs designed predominantly, targeting display advertising for our Cloud business, initially focused on fax and voice. And how that program could be upwards of $5 million in expense this year. I think we mentioned on last quarter's call, and we reaffirm it, we won't spend all of that money, but that money is creating over the last couple, I'd say, all 3 quarters of this year, some upward bias in sales and marketing as a percentage of revs per Cloud versus the same 9 months of last year, also a little bit more spend in our international jurisdictions.

[Nehemia Zucker:]

And to add to it, the lower the churn rate, the more excited are we to spend money on acquiring customers via advertisements.

[Robert Scott Turicchi:]

And I'll also make one other comment. Our Australia and New Zealand assets, which are voice-oriented, do not operate, never have, they don't, they were 2 acquisitions, they do not operate at the same level of EBITDA margin as the other Cloud Services. They are somewhat lower.

[Nehemia Zucker:]

And it was reflected on the acquisition price that we paid for those assets.

[Robert Scott Turicchi:]

Yes. And also, although the online backup, which Hemi mentioned is growing very fast, it actually has very good EBITDA margins for a $12 million run rate business, it, too, is not yet at 50% EBITDA margins. So we have some of these smaller businesses, some in foreign jurisdictions, some scattered throughout the world, that because of either the nature of the assets or because of the size of them, are not fully scaled and have some downward pressure on the aggregated EBITDA margin. As you can see, not a whole lot because you are talking about $97 million a quarter of revenue, but there is some downward bias from them on the margin.

[Operator:]

At this time, we have no further questions. I would like to turn the call back over to Mr. Turicchi for closing comments.

[Robert Scott Turicchi:]

Okay. We thank you all for joining us today. We will put out releases over the next several months since it will be a while since we talk again for the fourth quarter results. In terms of any conferences that we're participating at, I know that we have some coming up before the end of this year, as well as in early 2014. So look for the releases for those, if you happen to be in the various locations to attend. Obviously, we will also be conducting non-deal roadshows between now and our Q4 earnings call. And we expect that, that call will be sometime in mid-February, and on that call, obviously, discuss the fourth quarter results, as well as release 2014 guidance. Thank you.

[Operator:]

Thank you. This does conclude today's teleconference. You may disconnect your lines at this time. Thank you for your participation.