WWW.EXFILE.COM - 11370 - j2 Global Communications, Inc.

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B/x6ZCQVlxRgFxfXLmYz8HFnJX52PqfYRa+7psffV1qiy9kNrRlbSr8VgbH95q4g CwNHRgNRKhJGFHKgkZoT6Q== 0001072613-02-001099.txt : 20020723 0001072613-02-001099.hdr.sgml : 20020723 20020723153420 ACCESSION NUMBER: 0001072613-02-001099 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020722 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: J2 GLOBAL COMMUNICATIONS INC CENTRAL INDEX KEY: 0001084048 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] IRS NUMBER: 510371142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25965 FILM NUMBER: 02708574 BUSINESS ADDRESS: STREET 1: 6922 HOLLYWOOD BLVD STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90028 BUSINESS PHONE: 3238609200 MAIL ADDRESS: STREET 1: 6922 HOLLYWOOD BLVD STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90028 FORMER COMPANY: FORMER CONFORMED NAME: JFAX COM INC DATE OF NAME CHANGE: 19990413 8-K 1 form8-k_11370.htm J2 GLOBAL COMMUNICATIONS, INC. FORM 8-K WWW.EXFILE.COM - 11370 - j2 Global Communications, Inc. - FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest report) July 22, 2002

j2 Global Communications, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

0-25965
(Commission
File Number)

51–0371142
(I.R.S. Employer
Identification No.)

6922 Hollywood Blvd.
Suite 800
Los Angeles, California 90028
(Address of principal executive offices)

(323) 860–9200
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

ITEM 5. OTHER EVENTS

On July 22, 2002, j2 Global Communications, Inc., a Delaware corporation (“j2 Global”), announced its financial results for the fiscal quarter ended June 30, 2002, and issued revised financial estimates for the fiscal year ending December 31, 2002. A copy of j2 Global’s press release announcing these financial results and revised estimates is attached to this report as Exhibit 99.1 and is incorporate herein by reference.

The press release filed as an exhibit to this report includes “safe harbor” language pursuant to the Private Securities Litigation Reform Act of 1995, as amended, indicating that certain statements about j2 Global’s business contained in the press release are “forward–looking” rather than “historic.” The press release also states that a more thorough discussion of certain factors which may affect j2 Global’s operating results is included in j2 Global’s Annual Report on Form 10–K for the fiscal year ended December 31, 2001 which is on file with the Securities and Exchange Commission and available at the SEC’s website (http://www.sec.gov).

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT NUMBER		DESCRIPTION

99.1		Press Release issued July 22, 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	j2 Global Communications, Inc. (Registrant)

Date: July 23, 2002	By:	/s/ Jeffrey D. Adelman

		Jeffrey D. Adelman, Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

EXHIBIT NUMBER		DESCRIPTION

99.1		Press Release issued July 22, 2002

EX-99.1 3 ex99-1_11370.txt PRESS RELEASE ISSUED JULY 22, 2002 EXHIBIT 99.1 ------------ j2 GLOBAL REPORTS Q2 2002 EARNINGS PER SHARE OF $0.28 AND REVISES EARNINGS ESTIMATES UPWARD ANNOUNCES 20TH CONSECUTIVE QUARTER OF REVENUE GROWTH HOLLYWOOD, CALIF., July 22, 2002--j2 Global Communications, Inc. [NASDAQ: JCOM], the outsourced, value-added messaging and communications company, today reported financial results for the second quarter ended June 30, 2002. Revenue for the quarter increased 44% to $11.3 million compared with revenue of $7.9 million for the second quarter of 2001. Revenue in Q2 2002 grew 9% versus Q1 2002 revenue of $10.4 million. Net earnings for the quarter increased to $3.3 million compared with net earnings of ($1.7 million) for Q2 2001. Net earnings in Q2 2002 grew 91% versus Q1 2002 net earnings of $1.7 million. Net earnings per share on a fully diluted basis for the quarter increased to $0.28 per share compared with ($0.15) per share in Q2 2001. Net earnings per share on a fully diluted basis in Q2 2002 grew 75% versus Q1 2002 net earnings per share of $0.16. EBITDA (earnings before interest, taxes, depreciation and amortization, cumulative change in accounting principle, and a gain on a non-operating investment) for Q2 2002 increased to $4.0 million compared with $581,000 for Q2 2001. EBITDA in Q2 2002 grew 67% versus Q1 2002 EBITDA of $2.4 million. Key financial results for the quarter and comparisons versus the year-ago quarter are as follows: - -------------------------------------------------------------------------------- QUARTER QUARTER ENDED ENDED Q2 '02 Q2 '01 ------ ------ REVENUE $11.3 million $7.9 million GROSS PROFIT $8.6 million $4.8 million NET EARNINGS (LOSS) $3.3 million ($1.7 million) BASIC NET EARNINGS (LOSS) PER SHARE $0.31 ($0.15) DILUTED NET EARNINGS (LOSS) PER SHARE $0.28 ($0.15) EBITDA $4.0 million $581,000 - -------------------------------------------------------------------------------- "We are particularly encouraged that despite widespread reports of reduced tech spending, expected seasonal declines in advertising and usage revenue, and a generally weak economic environment, j2 Global grew its revenue 9% versus the first quarter and 44% versus the year-ago quarter," said Scott Jarus, president of j2 Global. "Our better- than-anticipated earnings during the second quarter were the result, in part, of continued success with our cost management and quality improvement programs." REVISED 2002 ESTIMATES In light of the Company's strong performance through the first half of 2002, j2 Global announced that it has revised upwards its 2002 EBITDA and net earnings estimates. In April 2002, the Company announced that it expected its revenue, EBITDA and net earnings for 2002 to be in excess of $45.0 million, $9.5 million and $6.8 million, respectively. j2 Global now expects its 2002 EBITDA and net earnings to be in excess of $14.4 million and $11.9 million, respectively. In addition, the Company is expanding its earnings per share guidance to include fully diluted earnings per share, as well as previously provided basic earnings per share. The following chart summarizes these revisions, which are based upon current information as of July 22, 2002: - -------------------------------------------------------------------------------- PREVIOUS REVISED GUIDANCE GUIDANCE -------- -------- REVENUE $45.0+ million $45.0+ million EBITDA $9.5+ million $14.4+ million NET EARNINGS(1) $6.8+ million $11.9+ million BASIC EARNINGS PER SHARE(1) $0.64+ $1.09+ FULLY DILUTED EARNINGS PER SHARE(1,2) -- $0.96+ - -------------------------------------------------------------------------------- (1) Assumes no taxes. (2) Assumes the maximum potential dilution based upon shares, options and warrants outstanding as of June 30, 2002. "While the vast majority of the benefits from our cost management and quality improvement programs were substantially realized during the first half of this year, our efforts to control our costs and improve our customers' experience will continue. As a result of our success in managing expenses, we expect our future financial results to be driven primarily by our revenue growth," said Jarus. SECOND QUARTER EARNINGS CALL j2 Global's Second Quarter conference call will be broadcast live over the Internet on July 22, 2002, at 4:30 p.m. EST. During the call, the Company will review its presentation for investors, which will be posted on the Company's Website at www.j2global.com and filed with the Securities and Exchange Commission pursuant to Regulation FD. WHAT: j2 Global Communications, Inc. Second Quarter 2002 Earnings Conference Call WHEN: 4:30 p.m. Eastern Time on Monday, July 22, 2002 WHERE: www.j2global.com or www.firstcallevents.com/service/ajwz362039399gf12.html HOW: Live over the Internet--simply log onto the call via the Web at the address above CONTACT: Scott Turicchi at investor@j2.com Questions for the conference call will be taken via email at investor@j2.com and can be sent anytime prior to or during the Webcast. If you are unable to participate during the live Webcast, the conference call and presentation materials will be archived for approximately two weeks at www.j2global.com. (Minimum Requirements to listen to the broadcast: Windows Media Player software, downloadable free from www.microsoft.com/windows/windowsmedia/EN/default.asp, and at least a 28.8 kbps connection to the Internet. If you experience problems listening to the broadcast, send an email to Webcastsupport@tfprn.com.) ABOUT J2 GLOBAL COMMUNICATIONS Founded in 1995, j2 Global Communications, Inc. provides outsourced, value-added messaging and communications services to more than four million customers around the world. j2 Global's network spans over 800 cities in 18 countries on five continents. The Company offers its patented services and software through three distinct sales channels: Web, Corporate and Licensed Services, and markets those services under the eFax(R), jConnect(R), Hotsend(R), Papermaster(R), Protofax(R) and Documagix(R) brands. j2 Global's industry accolades include the Deloitte & Touche Fast 50 and Fast 500 Awards for 2001, FORBES BEST OF THE WEB Award, PC MAGAZINE's Top 100 Websites Award, British Telecom's Tech Award and many others. For more information about j2 Global, please visit www.j2global.com. CONTACTS: Christine Brodeur or Robert Karpman Jeff Adelman Socket Media, Inc. j2 Global Communications, Inc. 310-829-0556 or 310-829-0586 323-372-3617 c.brodeur or r.karpman@socketmedia.com press@j2.com "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Certain statements in this Press Release are "forward-looking statements" within the meaning of The Private Securities Litigation Act of 1995. These forward-looking statements are based on management's current expectations or beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These factors and uncertainties include, among other items: Ability to obtain telephone numbers in sufficient quantities on acceptable terms; subscriber growth and retention; uncertainties regarding the protection of proprietary technology or infringement of intellectual property of others; the risk of adverse changes in the U.S. or international regulatory environments surrounding unified messaging and communications; and other factors set forth in j2 Global's filings with the Securities and Exchange Commission ("SEC"). For a more detailed description of the risk factors and uncertainties affecting j2 Global, refer to the Annual Report on Form 10-K/A filed by j2 Global on April 30, 2002 and the other reports filed by j2 Global from time to time with the SEC, each of which is available at www.sec.gov. j2 Global Communications, Inc. Condensed Consolidated Statement of Operations (Unaudited) (in thousands, except per share amounts)

j2 Global Communications, Inc. Condensed Consolidated Balance Sheets (Unaudited) (in thousands) June 30, December 31, 2002 2001 ------------ ------------ ASSETS Cash and cash equivalents $ 23,444 $ 19,087 Accounts receivable, net 4,021 3,615 Prepaid expenses and other 1,063 1,298 ------------ ------------ Total current assets 28,528 24,000 Furniture, fixtures and equipment, net 6,335 6,066 Goodwill and other purchased intangibles, net 17,814 17,746 Other assets 1,151 1,244 ------------ ------------ Total assets $ 53,828 $ 49,056 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 3,689 $ 4,929 Accrued exit costs 898 898 Deferred revenue 1,802 1,406 Current portion of long-term debt 542 655 ------------ ------------ Total current liabilities 6,931 7,888 Long-term debt 125 28 ------------ ------------ Total liabilities 7,056 7,916 Total stockholders' equity 46,772 41,140 ------------ ------------ Total liabilities and stockholders' equity $ 53,828 $ 49,056 ============ ============ j2 Global Communications, Inc. Adjustments from GAAP Operating Earnings (Loss) to EBITDA (Unaudited) (in thousands) EBITDA amounts are not meant as a substitute for GAAP, but are solely for informational purposes. The following table illustrates the adjustments and reconciles EBITDA data to that reported in the financial statements.

Note - ---- In accordance with Financial Accounting Standards Board Statement No. 142 "Goodwill and Other Intangible Assets", the Company discontinued amortizing the remaining balance of goodwill and a tradename as of January 1, 2002. -----END PRIVACY-ENHANCED MESSAGE-----