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 event reported)  November 1, 2016

j2 Global, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 0-25965 (Commission File Number) 47-1053457 (IRS Employer Identification No.)

6922 Hollywood Blvd.

Suite 500

Los Angeles, California 90028

(Address of principal executive offices)

(323) 860-9200

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.   Results of Operations and Financial Condition

On November 1, 2016, j2 Global, Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the third quarter of fiscal 2016.

The Company also announced that it has declared a quarterly cash dividend of $0.3550 per common share. The dividend will be paid on December 5, 2016 to all shareholders of record as of the close of business on November 18, 2016. Future dividends will be subject to approval by the Company's Board of Directors.

A copy of the Press Release is furnished as Exhibit 99.1 to this Form 8-K.

Item 7.01.  Regulation FD Disclosure

On November 1, 2016, at 5:00 p.m. Eastern Time, the Company hosted its third quarter 2016 earnings conference call and Webcast. Via the Webcast, the Company presented portions of its November 2016 Investor Presentation, which contains a summary of the Company's financial results for the fiscal quarter ended September 30, 2016, a reaffirmation of financial estimates for fiscal 2016, and certain other financial and operating information regarding the Company. A copy of this presentation is furnished as Exhibit 99.2 to this Form 8-K.

NOTE: The information in this Item 7.01 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated November 1, 2016.
99.2	November 2016 Investor Presentation.

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.  Such forward-looking statements are subject to numerous assumptions, risks and uncertainties that could cause actual results to differ materially from those described in such statements.  Such forward-looking statements are based on management's expectations or beliefs as of November 1, 2016.  Factors that might cause such differences include, but are not limited to, a variety of economic, competitive, and regulatory factors, many of which are beyond the Company's control and are described in the Company's Annual Report on Form 10-K filed by the Company on February 29, 2016 with the Securities and Exchange Commission (the "SEC") and the other reports the Company files from time to time with the SEC.  The Company undertakes no obligation to revise or publicly release any updates to such statements based on future information or actual results.

2

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, Inc. (Registrant)
Date:   November 1, 2016	By:	/s/ Jeremy Rossen
		Jeremy Rossen Vice President and General Counsel

3

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release dated November 1, 2016.
99.2	November 2016 Investor Presentation.

4

EX-99.1

EXHIBIT 99.1

j2 Reports Third Quarter 2016 Results

Achieves Record Third Quarter Revenues (up 17.6% to $210.1 million vs. Q3 2015),

GAAP Diluted EPS (up 22.1% to $0.94 vs. Q3 2015)

Announces Twenty-First Consecutive Quarterly Dividend Increase

LOS ANGELES -- j2 Global, Inc. (NASDAQGS: JCOM) today reported financial results for the third quarter ended September 30, 2016 and announced that its Board of Directors has declared an increased quarterly cash dividend of $0.3550 per share.

THIRD QUARTER 2016 RESULTS

Q3 2016 quarterly revenues increased 17.6% to a Q3 record of $210.1 million compared to $178.7 million for Q3 2015.  

Net cash provided by operating activities increased by 18.6% to $60.5 million compared to $51.0 millionfor Q3 2015.Q3 2016 free cash flow⁽¹⁾ increased by 7.3% to $53.2 million compared to $49.6 million for Q3 2015 which included an adjustment to free cash flow of $1.2 million associated with taxes for prior periods under audit. Exclusive of the impact of the adjustment in Q3 2015, free cash flow increased by 9.9% compared to $48.4 million for Q3 2015.

GAAP earnings per diluted share⁽²⁾ increased 22.1% to $0.94 in Q3 2016 compared to $0.77 for Q3 2015. Adjusted non-GAAP earnings per diluted share⁽²⁾⁽³⁾ for the quarter increased 20.2% to $1.25 compared to $1.04 for Q3 2015.

GAAP net income increased by 21.9% to $45.6 million compared to $37.4 million for Q3 2015.

Quarterly Adjusted EBITDA⁽⁴⁾ increased 13.2% to $95.4 million compared to $84.3 million for Q3 2015.

j2 ended the quarter with approximately $378.9 million in cash and investments after deploying approximately $85.0 million during the quarter with respect to the repurchase of approximately 935,000 shares of j2 common stock, four acquisitions and j2's regular quarterly dividend.

Key financial results for Q3 2016 versus Q3 2015 are set forth in the following table (in millions, except per share amounts). Reconciliations of Adjusted non-GAAP earnings per diluted share, Adjusted EBITDA and free cash flow to their nearest comparable GAAP financial measures are attached to this Press Release.

	Q3 2016	Q3 2015	% Change
Revenues
Cloud Services	$142.2 million	$125.3 million	13.5%
Digital Media	$66.8 million	$52.3 million	27.7%
IP Licensing	$1.1 million	$1.1 million	—%
Total Revenue:	$210.1 million	$178.7 million	17.6%
Operating Income	$62.1 million	$55.7 million	11.5%
Net Cash Provided by Operating Activities	$60.5 million	$51.0 million	18.6%
Free Cash Flow (1)	$53.2 million	$49.6 million	7.3%
GAAP Earnings per Diluted Share (2)	$0.94	$0.77	22.1%
Adjusted Non-GAAP Earnings per Diluted Share (2) (3)	$1.25	$1.04	20.2%
GAAP Net Income	$45.6 million	$37.4 million	21.9%
Non-GAAP Net Income	$60.7 million	$50.7 million	19.7%
Adjusted EBITDA (4)	$95.4 million	$84.3 million	13.2%
Adjusted EBITDA Margin (4)	45.4%	47.2%	(1.8)%

"Our third quarter results highlight the positive combination of healthy revenue growth and efficient expense management" said Hemi Zucker, CEO of j2 Global. "Our efforts yielded an impressive 20% year-over-year Adjusted non-GAAP Diluted EPS increase and 18% year-over-year revenue growth. With the excellent results for the first nine months of the year, I am pleased to announce that our results are trending toward the higher end of our Adjusted non-GAAP earnings per diluted share guidance for the year."

BUSINESS OUTLOOK

For fiscal 2016, the Company estimates that it will achieve revenues between $830 and $860 million and Adjusted non-GAAP earnings per diluted share of between $4.70 and $5.00.

Adjusted non-GAAP earnings per diluted share for 2016 excludes share-based compensation of between $12 and $14 million, amortization of acquired intangibles and the impact of any currently unanticipated items, in each case net of tax.

It is anticipated that the non-GAAP effective tax rate for 2016 (exclusive of the release of reserves for uncertain tax positions) will be at the lower end of the range between 29% and 31%.

The Company has not reconciled the Adjusted non-GAAP earnings per diluted share and tax rate guidance included in this release to the most directly comparable GAAP measure because this cannot be done without unreasonable effort due to the variability with respect to costs related to acquisitions and taxation, which are potential adjustments to future earnings. We expect the variability of these items to have a potentially unpredictable and significant impact on our future GAAP financial results.

DIVIDEND

j2's Board of Directors has approved a quarterly cash dividend of $0.3550 per common share, a $0.01, or 2.9% increase versus last quarter's dividend. This is j2's twenty-first consecutive quarterly dividend increase since its first quarterly dividend in September 2011. The dividend will be paid on December 5, 2016 to all shareholders of record as of the close of business on November 18, 2016. Future dividends will be subject to Board approval.

Notes:

(1)	Free cash flow is defined as net cash provided by operating activities, less purchases of property, plant and equipment, plus excess tax benefit from share-based compensation. Free cash flow amounts are not meant as a substitute for GAAP, but are solely for informational purposes.
(2)	The estimated GAAP effective tax rates were approximately 25.8% for Q3 2016 and 15.8% for Q3 2015. The estimated Adjusted non-GAAP effective tax rates were approximately 27.7% for Q3 2016 and 28.7% for Q3 2015.
(3)	For Q3 2016, Adjusted non-GAAP earnings per diluted share excludes share-based compensation, certain acquisition-related integration costs, interest costs in excess of the coupon rate associated with convertible notes, amortization of acquired intangibles, additional tax expense (benefit) from prior years and sale of investments, in each case net of tax, totaling $0.32 per diluted share. For Q3 2015, Adjusted non-GAAP earnings per diluted share excludes share-based compensation, certain acquisition-related integration costs, interest costs in excess of the coupon rate associated with convertible notes, amortization of acquired intangibles and additional tax expense (benefit) from prior years, in each case net of tax, totaling $0.28 per diluted share.
(4)	Adjusted EBITDA is defined as earnings before interest and other expense, net; income tax expense; depreciation and amortization; and the items used to reconcile EPS to Adjusted non-GAAP EPS referred to in Note (3) above. Adjusted EBITDA amounts are not meant as a substitute for GAAP, but are solely for informational purposes.

About j2 Global

j2 Global, Inc. (NASDAQ: JCOM) provides Internet services through two divisions: Business Cloud Services and Digital Media. The Business Cloud Services Division offers Internet fax, virtual phone, hosted email, email marketing, online backup, unified communications and CRM solutions. It markets its services principally under the brand names eFax ®, eVoice ®, FuseMail ®, Campaigner ®, KeepItSafe ®, Livedrive®, Onebox ®, and LiveVault®, and operates a messaging network spanning 50 countries on six continents. The Digital Media Division offers technology, gaming and lifestyle content through its digital properties, which include IGN, PCMag, AskMen, Speedtest, Offers, ExtremeTech, Geek, Toolbox, Techbargains, emedia, and Salesify and others. As of December 31, 2015, j2 had achieved 20 consecutive fiscal years of revenue growth. For more information about j2, please visit www.j2global.com.

Contact:

Laura Hinson

j2 Global, Inc.

800-577-1790

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 Reform Act of 1995, particularly those contained in Hemi Zucker's quote and the "Business Outlook" portion regarding the Company's expected fiscal 2016 financial performance. These forward-looking statements are based on management's current expectations or beliefs and are subject to numerous assumptions, risks 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: the Company's ability to grow non-fax revenues, profitability and cash flows; the Company's ability to identify, close and successfully transition acquisitions; subscriber growth and retention; variability of the Company's revenue based on changing conditions in particular industries and the economy generally; protection of the Company's proprietary technology or infringement by the Company of intellectual property of others; the risk of adverse changes in the U.S. or international regulatory environments, including but not limited to the imposition or increase of taxes or regulatory-related fees; and the numerous 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 2015 Annual Report on Form 10-K filed by j2 Global on February 29, 2016, and the other reports filed by j2 Global from time-to-time with the SEC, each of which is available at www.sec.gov. The forward-looking statements provided in this press release and particularly those contained in Hemi Zucker's quote and the "Business Outlook" portion regarding the Company's expected fiscal 2016 financial performance are based on limited information available to the Company at this time, which is subject to change. Although management's expectations may change after the date of this press release, the Company undertakes no obligation to revise or update these statements.

About non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following Adjusted non-GAAP financial measures: Adjusted non-GAAP earnings per diluted share, Adjusted EBITDA and free cash flow. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We use these Adjusted non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Our management believes that these Adjusted non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and expenditures that may not be indicative of our recurring core business operating results. We believe that both management and investors benefit from referring to these Adjusted non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These Adjusted non-GAAP financial measures also facilitate management's internal comparisons to our historical performance and liquidity. We believe these Adjusted non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze the health of our business.

For more information on these Adjusted non-GAAP financial measures, please see the appropriate GAAP to Adjusted non-GAAP reconciliation tables included within the attached Exhibit to this release.

j2 GLOBAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED, IN THOUSANDS)

	September 30, 2016			December 31, 2015
ASSETS
Cash and cash equivalents	$	285,563		$	255,530
Short-term investments		39,908			79,655
Accounts receivable, net of allowances of $6,643 and $4,261, respectively		114,581			114,680
Prepaid expenses and other current assets		26,567			25,722
Deferred income taxes, current		—			7,218
Total current assets		466,619			482,805
Long-term investments		53,421			78,563
Property and equipment, net		61,437			57,442
Goodwill		853,791			807,661
Other purchased intangibles, net		325,654			352,641
Deferred income taxes, non-current		4,454			—
Other assets		3,769			4,607
TOTAL ASSETS	$	1,769,145		$	1,783,719
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses	$	101,830		$	114,384
Income taxes payable		2,207			5,589
Deferred revenue, current		76,259			76,104
Capital lease, current		191			214
Deferred income taxes, current		—			363
Total current liabilities		180,487			196,654
Long-term debt		599,260			592,037
Deferred revenue, non-current		2,354			6,538
Capital lease, non-current		12			148
Liability for uncertain tax positions		44,418			35,917
Deferred income taxes, non-current		39,975			43,989
Other long-term liabilities		4,445			18,228
TOTAL LIABILITIES		870,951			893,511
Commitments and contingencies
Preferred stock		—			—
Common stock		472			479
Additional paid-in capital		304,385			292,064
Retained earnings		634,386			626,789
Accumulated other comprehensive loss		(41,049	)		(29,124	)
TOTAL STOCKHOLDERS' EQUITY		898,194			890,208
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,769,145		$	1,783,719

j2 GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED, IN THOUSANDS)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016			2015		2016			2015
Total revenues	$	210,116		$	178,701	$	622,418		$	515,992
Cost of revenues (1)		36,992			30,669		106,870			88,350
Gross profit		173,124			148,032		515,548			427,642
Operating expenses:
Sales and marketing (1)		46,425			38,808		143,155			116,819
Research, development and engineering (1)		8,965			8,289		27,165			25,704
General and administrative (1)		55,612			45,202		170,823			138,790
Total operating expenses		111,002			92,299		341,143			281,313
Income from operations		62,122			55,733		174,405			146,329
Interest expense, net		10,436			10,259		30,971			31,453
Other expense (income), net		(9,718	)		1,086		(9,805	)		390
Income before income taxes		61,404			44,388		153,239			114,486
Income tax expense		15,835			7,013		43,958			16,317
Net income	$	45,569		$	37,375	$	109,281		$	98,169
Basic net income per common share:
Net income attributable to j2 Global, Inc. common shareholders	$	0.95		$	0.77	$	2.25		$	2.03
Diluted net income per common share:
Net income attributable to j2 Global, Inc. common shareholders	$	0.94		$	0.77	$	2.24		$	2.02
Basic weighted average shares outstanding		47,310,011			47,696,224		47,775,798			47,553,075
Diluted weighted average shares outstanding		47,494,744			47,953,871		47,997,674			47,777,622
(1) Includes share-based compensation expense as follows:
Cost of revenues	$	116		$	99	$	314		$	273
Sales and marketing		423			624		1,388			1,811
Research, development and engineering		235			227		663			635
General and administrative		2,925			1,820		7,582			6,224
Total	$	3,699		$	2,770	$	9,947		$	8,943

j2 GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED, IN THOUSANDS)	Nine Months Ended September 30,
	2016			2015
Cash flows from operating activities:
Net income	$	109,281		$	98,169
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		88,569			63,635
Accretion and amortization of discount and premium of investments		896			871
Amortization of financing costs and discounts		7,224			6,774
Share-based compensation		9,947			8,943
Excess tax benefits from share-based compensation		(2,071	)		(4,541	)
Provision for doubtful accounts		9,072			5,015
Deferred income taxes, net		(2,328	)		219
Gain on sale of available-for-sale investments		(7,709	)		(37	)
Decrease (increase) in:
Accounts receivable		(7,631	)		(4,296	)
Prepaid expenses and other current assets		(663	)		2,815
Other assets		937			(77	)
Increase (decrease) in:
Accounts payable and accrued expenses		(4,601	)		(5,783	)
Income taxes payable		(927	)		(13,565	)
Deferred revenue		(4,134	)		(3,727	)
Liability for uncertain tax positions		8,502			(9,916	)
Other long-term liabilities		(11,824	)		4,074
Net cash provided by operating activities		192,540			148,573
Cash flows from investing activities:
Maturity of certificates of deposit		—			65
Purchase of certificates of deposit		—			(62	)
Maturity of available-for-sale investments		145,005			87,976
Purchase of available-for-sale investments		(75,834	)		(78,281	)
Purchases of property and equipment		(17,447	)		(11,927	)
Purchases of intangible assets		(2,014	)		(1,258	)
Acquisition of businesses, net of cash received		(91,401	)		(259,838	)
Net cash used in investing activities		(41,691	)		(263,325	)
Cash flows from financing activities:
Repurchases of common and restricted stock		(56,083	)		(3,159	)
Issuance of stock, net of costs		3,463			4,814
Excess tax benefits from share-based compensation		2,071			4,541
Dividends paid		(48,768	)		(43,526	)
Deferred payments for acquisitions		(18,939	)		(5,411	)
Other		(391	)		(250	)
Net cash used in financing activities		(118,647	)		(42,991	)
Effect of exchange rate changes on cash and cash equivalents		(2,169	)		(3,552	)
Net change in cash and cash equivalents		30,033			(161,295	)
Cash and cash equivalents at beginning of period		255,530			433,663
Cash and cash equivalents at end of period	$	285,563		$	272,368

j2 GLOBAL, INC.

RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015

(UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

Non-GAAP net income is GAAP net income with the following modifications, net of tax: (1) elimination of share-based compensation and the associated payroll tax expense; (2) elimination of certain acquisition-related integration costs; (3) elimination of interest costs in excess of the coupon rate associated with the convertible notes; (4) elimination of amortization of patents and intangible assets that we acquired; (5) elimination of additional tax or indirect tax related (expense) benefit from prior years; (6) sale of investments; and (7) IRS consulting fee.

	Three Months Ended September 30,
	2016			Per Diluted Share *			2015			Per Diluted Share *
Net income	$	45,569		$	0.94		$	37,375		$	0.77
Plus:
Share based compensation (1)		2,660			0.06			2,112			0.04
Acquisition related integration costs (2)		(588	)		(0.01	)		3,398			0.07
Interest costs (3)		1,623			0.03			1,556			0.03
Amortization (4)		16,065			0.34			11,413			0.24
Tax benefit from prior years (5)		—			—			(5,140	)		(0.11	)
Sale of investments (6)		(4,674	)		(0.10	)		—			—
Adjusted non-GAAP net income	$	60,655		$	1.25		$	50,714		$	1.04

	Nine Months Ended September 30,
	2016			Per Diluted Share *			2015			Per Diluted Share *
Net income	$	109,281		$	2.24		$	98,169		$	2.02
Plus:
Share based compensation (1)		7,232			0.15			6,572			0.14
Acquisition related integration costs (2)		3,777			0.08			6,989			0.15
Interest costs (3)		4,318			0.09			4,112			0.09
Amortization (4)		51,705			1.08			37,025			0.77
Tax expense (benefit) from prior years (5)		53			—			(12,786	)		(0.27	)
Sale of investments (6)		(4,675	)		(0.10	)		—			—
IRS consulting fee (7)		—			—			(159	)		—
Adjusted non-GAAP net income	$	171,691		$	3.50		$	139,922		$	2.88

^* The reconciliation of net income per share from GAAP to Adjusted non-GAAP may not foot since each is calculated independently.

j2 GLOBAL, INC.

RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES

THREE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015

(UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

Non-GAAP net income is GAAP net income with the following modifications: (1) elimination of share-based compensation and the associated payroll tax expense; (2) elimination of certain acquisition-related integration costs; (3) elimination of interest costs in excess of the coupon rate associated with the convertible notes; (4) elimination of amortization of patents and intangible assets that we acquired; (5) elimination of additional tax or indirect tax related (expense) benefit from prior years; and (6) sale of investments.

	Three Months Ended September 30,
	2016			2015
Cost of revenues	$	36,992		$	30,669
Plus:
Share based compensation (1)		(116	)		(99	)
Amortization (4)		(1,334	)		(733	)
Adjusted non-GAAP cost of revenues	$	35,542		$	29,837
Sales and marketing	$	46,425		$	38,808
Plus:
Share based compensation (1)		(423	)		(624	)
Acquisition related integration costs (2)		(409	)		—
Adjusted non-GAAP sales and marketing	$	45,593		$	38,184
Research, Development and Engineering	$	8,965		$	8,289
Plus:
Share based compensation (1)		(235	)		(227	)
Acquisition related integration costs (2)		(51	)		—
Adjusted non-GAAP research, development and engineering	$	8,679		$	8,062
General and administrative	$	55,612		$	45,202
Plus:
Share based compensation (1)		(2,925	)		(1,820	)
Acquisition related integration costs (2)		1,196			(5,356	)
Amortization (4)		(23,730	)		(16,037	)
Adjusted non-GAAP general and administrative	$	30,153		$	21,989
Interest expense, net	$	10,436		$	10,259
Plus:
Interest costs (3)		(1,940	)		(1,831	)
Adjusted non-GAAP interest expense, net	$	8,496		$	8,428
Other expense (income), net	$	(9,718	)	$	1,086
Plus:
Sale of investments (6)		7,540			—
Adjusted non-GAAP other expense (income), net		(2,178	)		1,086
Continued on next page

Continued from previous page
Income Tax Provision	$	15,835		$	7,013
Plus:
Share based compensation (1)		1,039			658
Acquisition related integration costs (2)		(148	)		1,958
Interest costs (3)		317			275
Amortization (4)		8,999			5,357
Tax benefit from prior years (5)		—			5,140
Sale of investments (6)		(2,866	)		—
Adjusted non-GAAP income tax provision	$	23,176		$	20,401
Total adjustments	$	(15,086	)	$	(13,339	)
GAAP earnings per diluted share	$	0.94		$	0.77
Adjustments *	$	0.32		$	0.28
Adjusted non-GAAP earnings per diluted share	$	1.25		$	1.04

^* The reconciliation of net income per share from GAAP to Adjusted non-GAAP may not foot since each is calculated independently.

The Company discloses Adjusted non-GAAP Earnings Per Share ("EPS") as a supplemental non-GAAP financial performance measure, as it believes it is a useful metric by which to compare the performance of its business from period to period. The Company also understands that this Adjusted non-GAAP measure is broadly used by analysts, rating agencies and investors in assessing the Company's performance. Accordingly, the Company believes that the presentation of this Adjusted non-GAAP financial measure provides useful information to investors.

Adjusted non-GAAP EPS is not in accordance with, or an alternative to, net income per share and may be different from non-GAAP measures with similar or even identical names used by other companies. In addition, this Adjusted non-GAAP measure is not based on any comprehensive set of accounting rules or principles. This Adjusted non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company's results of operations determined in accordance with GAAP.

j2 GLOBAL, INC.

RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES

NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015

(UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

Non-GAAP net income is GAAP net income with the following modifications, net of tax: (1) elimination of share-based compensation and the associated payroll tax expense; (2) elimination of certain acquisition-related integration costs; (3) elimination of interest costs in excess of the coupon rate associated with the convertible notes; (4) elimination of amortization of patents and intangible assets that we acquired; (5) elimination of additional tax or indirect tax related (expense) benefit from prior years; (6) IRS consulting fee; and (7) sale of investments.

	Nine Months Ended September 30,
	2016			2015
Cost of revenues	$	106,870		$	88,350
Plus:
Share based compensation (1)		(314	)		(273	)
Amortization (4)		(3,890	)		(2,062	)
Adjusted non-GAAP cost of revenues	$	102,666		$	86,015
Sales and marketing	$	143,155		$	116,819
Plus:
Share based compensation (1)		(1,388	)		(1,811	)
Acquisition related integration costs (2)		(1,534	)		(715	)
Adjusted non-GAAP sales and marketing	$	140,233		$	114,293
Research, development and engineering	$	27,165		$	25,704
Plus:
Share based compensation (1)		(663	)		(635	)
Acquisition related integration costs (2)		(50	)		(79	)
Adjusted non-GAAP research, development and engineering	$	26,452		$	24,990
General and administrative	$	170,823		$	138,790
Plus:
Share based compensation (1)		(7,582	)		(6,224	)
Acquisition related integration costs (2)		(4,226	)		(9,990	)
Amortization (4)		(69,654	)		(50,580	)
Tax benefit from prior years (5)		(900	)		(3,651	)
IRS consulting fee (6)		—			204
Adjusted non-GAAP general and administrative	$	88,461		$	68,549
Interest expense, net	$	30,971		$	31,453
Plus:
Interest costs (3)		(5,739	)		(5,415	)
Tax benefit from prior years (5)		—			(472	)
Adjusted non-GAAP interest expense, net	$	25,232		$	25,566
Other expense (income), net	$	(9,805	)	$	390
Plus:
Tax benefit from prior years (5)		811			—
Sale of investments (7)		7,540			—
Adjusted non-GAAP other expense (income), net	$	(1,454	)	$	390
Continued on next page

Continued from previous page
Income tax provision	$	43,958		$	16,317
Plus:
Share based compensation (1)		2,715			2,371
Acquisition related integration costs (2)		2,033			3,795
Interest costs (3)		1,421			1,303
Amortization (4)		21,839			15,617
Tax benefit from prior years (5)		36			16,909
IRS consulting fee (6)		—			(45	)
Sale of investments (7)		(2,865	)		—
Adjusted non-GAAP income tax provision	$	69,137		$	56,267
Total adjustments	$	(62,410	)	$	(41,753	)
GAAP earnings per diluted share	$	2.24		$	2.02
Adjustments *	$	1.26		$	0.86
Adjusted non-GAAP earnings per diluted share	$	3.50		$	2.88

^* The reconciliation of net income per share from GAAP to Adjusted non-GAAP may not foot since each is calculated independently.

The Company discloses Adjusted non-GAAP Earnings Per Share ("EPS") as a supplemental non-GAAP financial performance measure, as it believes it is a useful metric by which to compare the performance of its business from period to period. The Company also understands that this Adjusted non-GAAP measure is broadly used by analysts, rating agencies and investors in assessing the Company's performance. Accordingly, the Company believes that the presentation of this Adjusted non-GAAP financial measure provides useful information to investors.

Adjusted non-GAAP EPS is not in accordance with, or an alternative to, net income per share and may be different from non-GAAP measures with similar or even identical names used by other companies. In addition, this Adjusted non-GAAP measure is not based on any comprehensive set of accounting rules or principles. This Adjusted non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company's results of operations determined in accordance with GAAP.

Non-GAAP Financial Measures

To supplement its condensed consolidated financial statements, which are prepared and presented in accordance with US GAAP, the Company uses the following Non-GAAP financial measures: Adjusted EBITDA, Adjusted non-GAAP net income, and Adjusted non-GAAP diluted EPS (collectively the "Non-GAAP financial measures"). The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. The company uses these Non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. The company believes that they provide useful information about core operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making.

(1) Share Based Compensation. The company excludes stock-based compensation because it is non-cash in nature and because the company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. The company further believes this measure is useful to investors in that it allows for greater transparency to certain line items in its financial statements.   In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item.

(2) Acquisition Related Integration Costs. The company excludes certain acquisition and related integration costs such as severance, lease terminations, retention bonuses and other acquisition-specific items.   The company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item.

(3) Interest Costs. In June 2014, the company issued $402.5 million aggregate principal amount of 3.25% convertible senior notes.  In accordance with GAAP, the company separately accounts for the value of the liability and equity features of its outstanding convertible senior notes in a manner that reflects the company's non-convertible debt borrowing rate.  The value of the conversion feature, reflected as a debt discount, is amortized to interest expense over time. Accordingly, the company recognizes imputed interest expense on its convertible senior notes of approximately 5.8% in its income statement. The company excludes the difference between the imputed interest expense and the coupon interest expense of 3.25% because it is non-cash in nature and because the company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding core operational performance.   In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item.

(4) Amortization. The company excludes amortization of patents and acquired intangible assets because it is non-cash in nature and because the company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item.

(5) Tax Benefits from Prior Years. The company excludes certain income tax-related items in respect of income tax audit settlements and their related FIN 48 accrual reversals.   The company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(6) Gain on Sale of Investment. The company excludes the gain on sale of its strategic equity investment in Carbonite, Inc. The company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(7) IRS Consulting Fee. The company excludes IRS consulting fees related to IRS audit appeals and settlements. The company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

The company presents Adjusted non-GAAP Cost of Revenues, Adjusted non-GAAP Research, Development and Engineering, Adjusted non-GAAP Sales and Marketing, Adjusted non-GAAP General and Administrative, Adjusted non-GAAP Interest Expense, Adjusted non-GAAP Other Expense (Income), Adjusted non-GAAP Income Tax Provision and Adjusted non-GAAP Net Income because the company believes that these provide useful information about our operating results and enhance the overall understanding of past financial performance and future prospects.

j2 GLOBAL, INC.

NET INCOME TO ADJUSTED EBITDA RECONCILIATION

THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015

(UNAUDITED, IN THOUSANDS)

The following table sets forth a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure.

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016			2015		2016			2015
Net income	$	45,569		$	37,375	$	109,281		$	98,169
Plus:
Interest expense, net		10,436			10,259		30,971			31,453
Other expense (income), net		(9,718	)		1,086		(9,805	)		390
Income tax expense		15,835			7,013		43,958			16,317
Depreciation and amortization		30,336			20,454		88,569			63,635
Reconciliation of GAAP to Adjusted non-GAAP financial measures:
Share-based compensation and the associated payroll tax expense		3,699			2,770		9,947			8,943
Acquisition-related integration costs		(736	)		5,356		5,810			10,784
Additional indirect tax expense from prior years		—			—		900			3,651
IRS consulting fee		—			—		—			(204	)
Adjusted EBITDA	$	95,421		$	84,313	$	279,631		$	233,138

Adjusted EBITDA as calculated above represents earnings before interest and other expense, net, income tax expense, depreciation and amortization and the items used to reconcile GAAP to Adjusted non-GAAP financial measures, including (1) share-based compensation, (2) certain acquisition-related integration costs, (3) additional indirect tax expense from prior years, and (4) IRS consulting fee. We disclose Adjusted EBITDA as a supplemental non-GAAP financial performance measure as we believe it is a useful metric by which to compare the performance of our business from period to period. We understand that measures similar to Adjusted EBITDA are broadly used by analysts, rating agencies and investors in assessing our performance. Accordingly, we believe that the presentation of Adjusted EBITDA provides useful information to investors.

Adjusted EBITDA is not in accordance with, or an alternative to, net income, and may be different from non-GAAP measures used by other companies. In addition, Adjusted EBITDA is not based on any comprehensive set of accounting rules or principles. This Adjusted non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company's results of operations determined in accordance with GAAP.

j2 GLOBAL, INC.

NON-GAAP FINANCIAL MEASURES

(UNAUDITED, IN THOUSANDS)

		Q1			Q2			Q3			Q4		YTD
2016
Net cash provided by operating activities	$	64,524		$	67,528		$	60,488		$	—		$	192,540
Less: Purchases of property and equipment		(4,321	)		(4,865	)		(8,261	)		—			(17,447	)
Add: Excess tax benefit share-based compensation		264			833			974			—			2,071
Free cash flows	$	60,467		$	63,496		$	53,201		$	—		$	177,164
		Q1			Q2			Q3			Q4			YTD
2015
Net cash provided by operating activities	$	45,716		$	51,894		$	50,963		$	80,488		$	229,061
Less: Purchases of property and equipment		(2,401	)		(4,554	)		(4,972	)		(5,370	)		(17,297	)
Add: Excess tax benefit share-based compensation		334			1,770			2,437			(55	)		4,486
Add: IRS settlement*		—			5,753			1,164			—			6,917
Free cash flows	$	43,649		$	54,863		$	49,592		$	75,063		$	223,167

* Free cash flows of $54.9 million and $49.6 million for Q2 2015 and Q3 2015, respectively, were before the effect of payments associated with taxes for prior periods under audit.

The Company discloses Free Cash Flows as supplemental Non-GAAP financial performance measure, as it believes it is a useful metrics by which to compare the performance of its business from period to period. The Company also understands that this Non-GAAP measure is broadly used by analysts, rating agencies and investors in assessing the Company's performance. Accordingly, the Company believes that the presentation of this Non-GAAP financial measure provides useful information to investors.

Free Cash Flows is not in accordance with, or an alternative to, Cash Flows from Operating Activities, and may be different from Non-GAAP measures with similar or even identical names used by other companies. In addition, the Non-GAAP measure is not based on any comprehensive set of accounting rules or principles. This Non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company's results of operations determined in accordance with GAAP.

j2 GLOBAL, INC.

RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES

THREE MONTHS ENDED SEPTEMBER 30, 2016

(UNAUDITED, IN THOUSANDS)

 

	Cloud		Cloud		IP			Digital
	Connect		Services		Licensing			Media			j2 Global, Inc.			Total
Revenues
GAAP revenues	$	92,599	$	49,624	$	1,119		$	66,774		$	—		$	210,116
Gross profit
GAAP gross profit	$	76,652	$	34,197	$	1,116		$	61,159		$	—		$	173,124
Non-GAAP adjustments:
Share-based compensation		97		19		—			—			—			116
Amortization		127		1,207		—			—			—			1,334
Adjusted non-GAAP gross profit	$	76,876	$	35,423	$	1,116		$	61,159		$	—		$	174,574
Operating profit
GAAP operating profit	$	43,543	$	10,354	$	(996	)	$	13,887		$	(4,666	)	$	62,122
Non-GAAP adjustments:
Share-based compensation		962		495		—			713			1,529			3,699
Acquisition related integration costs		65		—		—			(801	)		—			(736	)
Amortization		4,552		11,821		1,442			7,249			—			25,064
Adjusted non-GAAP operating profit	$	49,122	$	22,670	$	446		$	21,048		$	(3,137	)	$	90,149
Depreciation		1,399		1,004		—			2,869			—			5,272
Adjusted EBITDA	$	50,521	$	23,674	$	446		$	23,917		$	(3,137	)	$	95,421

NOTE: Table above excludes certain intercompany allocations

  j2 GLOBAL, INC.

RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES

THREE MONTHS ENDED SEPTEMBER 30, 2015

(UNAUDITED, IN THOUSANDS)

	Cloud		Cloud		IP			Digital
	Connect		Services		Licensing			Media		j2 Global, Inc.			Total
Revenues
GAAP revenues	$	89,511	$	35,819	$	1,106		$	52,265	$	—		$	178,701
Gross profit
GAAP gross profit	$	75,226	$	25,356	$	1,106		$	46,343	$	1		$	148,032
Non-GAAP adjustments:
Share-based compensation		99		—		—			—		—			99
Amortization		122		611		—			—		—			733
Adjusted non-GAAP gross profit	$	75,447	$	25,967	$	1,106		$	46,343	$	1		$	148,864
Operating profit
GAAP operating profit	$	46,222	$	7,922	$	(986	)	$	7,296	$	(4,721	)	$	55,733
Non-GAAP adjustments:
Share-based compensation		1,185		—		—			479		1,106			2,770
Acquisition related integration costs		95		—		—			5,261		—			5,356
Amortization		4,106		5,403		1,622			5,639		—			16,770
Adjusted Non-GAAP operating profit	$	51,608	$	13,325	$	636		$	18,675	$	(3,615	)	$	80,629
Depreciation		1,415		628		—			1,641		—			3,684
Adjusted EBITDA	$	53,023	$	13,953	$	636		$	20,316	$	(3,615	)	$	84,313

 

NOTE: Table above excludes certain intercompany allocations

EX-99.2

EXHIBIT 99.2

 Investors Presentation   ®    Third Quarter 2016 Results  November 1, 2016 

 Certain statements in this presentation are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, particularly those regarding our 2016 Financial Guidance. Such forward-looking statements are subject to numerous assumptions, risks and uncertainties that could cause actual results to differ materially from those described in those statements. Readers should carefully review the Risk Factors slide of this presentation. These forward-looking statements are based on management’s expectations or beliefs as of November 1, 2016 and as well as those set forth in our Annual Report on Form 10-K filed by us on February 29, 2016 with the Securities and Exchange Commission (“SEC”) and the other reports we file from time-to-time with the SEC. We undertake no obligation to revise or publicly release any updates to such statements based on future information or actual results. Such forward-looking statements address the following subjects, among others:  All information in this presentation speaks as of November 1, 2016 and any redistribution or rebroadcast of this presentation after that date is not intended and will not be construed as updating or confirming such information.    Future operating resultsDeployment of cash and investment balances to grow the companyAbility to acquire businesses on acceptable terms and integrate and recognize synergies from acquired businessesSubscriber growth, retention, usage levels and average revenue per accountCloud service and digital media growth and continued demand for fax servicesInternational growthNew products, services, features and technologiesCorporate spending including stock repurchasesIntellectual property and related licensing revenuesLiquidity and ability to repay or refinance indebtednessNetwork capacity, coverage, reliability and securityRegulatory developments and taxes  2  Safe Harbor for Forward-Looking Statements  

 Inability to sustain growth or profitability, particularly in light of an uncertain U.S. and worldwide economy and the related impact on customer acquisition, retention and usage levels, advertising spend and credit and debit card payment declinesReduced use of fax services due to increased use of email, scanning or widespread adoption of digital signatures or otherwiseInability to acquire businesses on acceptable terms or successfully integrate and realize anticipated synergies Failure to offer compelling digital media content causing reduced traffic and advertising levels; loss of advertisers or reduction in advertising spend; increased prevalence or effectiveness of advertising blocking technologies; inability to monetize handheld devices and handheld traffic supplanting monetized trafficNew or unanticipated costs or tax liabilities, including those relating to federal and state income tax and indirect taxes, such as sales, value-added and telecommunications taxesInability to manage certain risks inherent to our business, such as fraudulent activity, system failure or a security breachCompetition from others with regard to price, service, content and functionalityInadequate intellectual property (IP) protection, expiration or invalidity of key patents, violations of 3rd party IP rights or inability or significant delay in monetizing IPInability to continue to expand our business and operations internationallyInability to maintain required services on acceptable terms with financially stable telecom, co-location and other critical vendors; and inability to obtain telephone numbers in sufficient quantities on acceptable terms and in desired locationsLevel of debt limiting availability of cash flow to reinvest in the business; inability to repay or refinance debt when due; and restrictive covenants relating to debt imposing operating and financial restrictions on business activities or plansInability to maintain and increase our cloud services customer base or average revenue per userEnactment of burdensome telecommunications, Internet, advertising or other regulations, or being subject to existing regulationsInability to adapt to technological change and diversify services & related revenues at acceptable levels of financial returnLoss of services of executive officers and other key employeesOther factors set forth in our Annual Report on Form 10-K filed by us on February 29, 2016 with the Securities and Exchange Commission (“SEC”) and the other reports we file from time-to-time with the SEC  The following factors, among others, could cause our business, prospects, financial condition, operating results and cash flows to be materially adversely affected:  3  Risk Factors 

 The tender offer described in this communication (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. (“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 a part of the Schedule TO. 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 laura.hinson@j2.com.  4  Additional Information 

   Q3 2016 Results  

 6  Q3 ‘16 Consolidated ResultsRecord Third Quarter Revenue $210.1M, +17.6% vs Q3 2015Q3 ‘16 Adjusted EBITDA(1)(2) $95.4M, +13.2% vs Q3 2015Executing M&A investment to further improve market position4 Cloud acquisitions completed in Q3 2016Cloud SegmentQ3 ‘16 Revenue of $143.3M, +$17M or +13% vs. prior yearCloud Connect (Fax/Voice) Revenue +$3M or +3.5% vs. prior yearCloud Services Revenue +$14M or +39% vs. prior yearAdjusted EBITDA(1)(2) margin 52.1%ARPU reached $15.28, highest since Q3 2008Digital Media SegmentQ3 ‘16 Revenue of $66.7M +28% vs. prior yearAdjusted EBITDA margin(1)(2) 36%  2016 Q3 Accomplishments  Figures are Adjusted Non-GAAP. See slides 22-26 for a GAAP reconciliation of revenue, earnings per diluted share, free cash flow, and adjusted EBITDA. 

   j2 Global Consolidated  

 8  Q3 2016 Results vs. Prior Year  See slides 22-26 for a GAAP reconciliation of revenue, earnings per diluted share and adjusted EBITDA for the Company as a whole and by segment.Includes Allocation from Cloud Connect to Cloud Services of $1.7M in Q2 ‘16 and $1.5M in Q2 ’15The Consolidated j2 Global data may not foot as each segment is calculated independently  ($ in thousands)  

   Business Cloud Services  

 Q3 ‘16 Revenue of $92.6M, +3.5% vs. Q3 ’15, annual run rate ~$380M, +6% YoYFax Revenue of $77.3M, +1% vs. Q3 ‘15, led by premium brands and corporate faxFax Revenue represents 37% of consolidated Q3 ‘16 Revenue and ~44% of consolidated Adjusted EBITDA; prior year Fax Revenue was 43% of consolidated revenue (1)(2)(3)October acquisition of Fonebox Australia to be consolidated with our Zintel voice businessSubscriber base of 2.4M DIDs, +3% vs. Q3 ’15 4% average annual growth since 2011MaxEmail fully migrated and integrated into j2 systems during Q3  Q3 2016 Cloud Connect (Fax/Voice) Highlights  Figures are Adjusted Non-GAAP. See slides 22-26 for a GAAP reconciliation of revenue, earnings per diluted share and adjusted EBITDA.Fax adjusted EBITDA margin is based on Cloud Connect (Fax/Voice) adjusted EBITDA margin  10 

 Revenue of $29.5M, +69% vs Q3 ’15Adjusted EBITDA(1)(2) of $15.2M, +124% vs. Q3 ’15Adjusted EBITDA margin(1)(2) +50% vs. ~39% in Q3 ‘15Completed 3 acquisitions in Q3 ’16 / 10 acquisitions to date in 2016Plan additional investment partially offset by savings from datacenter consolidation, positioning Cloud Backup for future growth   Q3 2016 Cloud Backup Highlights  Figures are Adjusted Non-GAAPSee slides 22-26 for a GAAP reconciliation of revenue, earnings per diluted share and adjusted EBITDA.  11 

 Email SecurityQ3 ‘16 Revenue of $11.2M2016 YTD Revenue $35.2M, +4% vs. prior year2016 YTD Adjusted EBITDA(1)(2) $12.0M, +17% vs. prior yearUSA - Excel Micro - McAfee EOL January 2017Completed migrating Nordic customers to FuseMail®  branded platform Double-digit revenue growth in Nordics +17% vs. Q3 ’15 Email MarketingQ3 ‘16 Revenue of $7.7M, +38% vs. Q3 ’15, annual run-rate $31M, +38% vs prior yearQ3 ‘16 Adjusted EBITDA(1)(2) of $4.5M, +73% vs. Q3 ’15Q3 ‘16 Adjusted EBITDA(1)(2) margin 58% vs. 46% in Q3 ‘15 Campaigner won two Gold Stevie International Business Awards: Best Customer Service Department and Customer Service Team Acquired UnifiedEmail, a small SMTP relay company  12      Q3 2016 Email Highlights  Figures are Adjusted Non-GAAP. See slides 22-26 for a GAAP reconciliation of revenue, earnings per diluted share and adjusted EBITDA. 

   Digital Media  

 14  Figures are Adjusted Non-GAAPSee slides 22-26 for a GAAP reconciliation of revenue, earnings per diluted share and EBITDA.  Digital media business demonstrating strong fundamentalsQ3 ‘16 Revenue of $67M, +28% vs. Q3 ’15Q3 ‘16 EBITDA(1)(2) of $24M, up, +18% vs. Q3 ’15Total multi-platform visits were up 42% YoY at 1.4B (3)  Q3 2016 Digital Media Highlights  (3) Google Analytics (GA) and /or Partner Platforms  Performance Marketing (CPC, CPA, CPL) grew 47% vs. Q3 2015 Shopping clicks merchant partners reached 26M, a 68% increase YOYLaunch of http://www.pcmag.com/coupons a collaborative effort utilizing content and technology from Offers.com and leveraging the domain authority of PCMag.Launched B2B Signals, a next generation data as a service (DaaS) platform Provides B2B marketers with detailed and timely intelligence to find their most targeted potential customers across 40k companies, 26M contacts   Ookla releases new native appsOokla's mobile Speedtest app was installed on 15M new devices during Q3 ’16, an increase of 44% YOYLaunched a Speedtest Chrome extension in the Chrome Store, generating 258k installs and 1.2M tests     

 15  Q3 2016 Digital Media Highlights  IGN’s distributed video strategy continues its acceleration(1) Total video views across all IGN platforms were up 88% YoY to 895M.Subscriber and follower growth grew substantially in Q3 ‘16YouTube subscribers across channels increased by 26% YoY to 9.2MSocial followers across platforms increased by 58% YoY to 19.5MApp installs across mobile and OTT increase by 11% to 14.5MIGN created multi-day live programming at the two largest fan expos in the world: Gamescom and San Diego Comic-Con, accumulation more than 6M live views  (1) Google Analytics (GA) and/or Partner Platforms  Key business development achievementsRe-Launched Geek.com with a new site design and new editorial focus on Geek Culture and Tech. The launch was sponsored “ad-free” by MicrosoftLaunched PCMag Israel (il.pcmag.com) in Hebrew language, in partnership with BrandStorm Media, who has operated IGN and AskMen in the country since 2014August - Relaunch of IGN Africa (africa.ign.com) in partnership with Little Empire, available in English language in South Africa and across the Southern African continent 

   2016 Financial Guidance  

 RationaleOur focus has always been to help our audiences make informed decisions; EVDY plays the same role in the health verticalSignificant learning to be shared and applied between EVDY and Ziff Davis – from data to performance marketing to platform publishingTransactionTender offer of $10.50 per share expected to commence Nov 2nd and expire Dec 2nd Hart-Scott-Rodino (HSR) filing made on October 27thTotal proceeds to close $470MExpected consideration includes cash on hand / new revolver  17    Everyday Health Update  GuidanceEVDY current Revenue guidance of $252-$260M and Adjusted EBITDA of $43.6-$47.6M for 2016EVDY will report its Q3 2016 results on November 8th  

   Revenues  $830M - $860M  Adjusted Non-GAAP EPS(1)(2)   $4.70 - $5.00  18  Reconfirming 2016 Guidance  Figures are adjusted Non-GAAP.Adjusted earnings per diluted share excludes share-based compensation, amortization of acquired intangibles and the impact of any currently anticipated items, in each case net of tax. It is anticipated that the effective tax rate for 2016 (excluding certain expenses that may not be indicative of our recurring core business operating results) will be between 29% and 31% 

   Supplemental Information  

 20  See slide 23 & 24 for a definition of adjusted Non-GAAP net income and a reconciliation of Non-GAAP earnings and EPS to GAAP net income and diluted GAAP EPSSee slide 22 for a definition of Free Cash Flow and reconciliation to net cash provided by operating activitiesSee slide 22 for a definition of adjusted EBITDA and reconciliation to Net Income  Financial Metrics: Consolidated 

 21  Cloud Services revenue includes IP Licensing revenueCloud Services Customers are defined as paying DIDs for Fax & Voice services and direct and resellers’ accounts for other servicesQuarterly ARPU is calculated using our standard convention of applying the average of the quarter’s beginning and ending customer base to the total revenue of the quarterUser cancel rate, also called user churn, is defined as cancellation of service by Cloud Business customers with greater than 4 months of continuous service (continuous service includes Cloud Business customers that are administratively cancelled and reactivated within the same calendar month). User cancel rate is calculated monthly and expressed here as an average over the three months of the quarter. Digital Media Traffic figures based on Google Analytics & Partner Platforms  Financial & Other Metrics Cloud & Media 

 22  Free Cash Flow (1)  Free Cash Flow is defined as net cash provided by operating activities, less purchases of property, plant and equipment, plus excess tax benefits (deficiency) from share based compensation. In addition, the amount shown for Q2 and Q3 2015 excludes the effect of payments associated with taxes for prior periods under audit. Free Cash Flow amounts are not meant as a substitute for GAAP, but are solely for informational purposesAdjusted EBITDA is defined as net income plus interest and other expense, net; income tax expense; depreciation and amortization and the items used to reconcile GAAP to Adjusted Non-GAAP EPS. Adjusted EBITDA amounts are not meant as a substitute for GAAP, but are solely for informational purposes   GAAP Reconciliation Free Cash Flow & Adjusted EBITDA  Adjusted EBITDA (2)  ($ in millions)  

 23  GAAP Reconciliation Q3 Adjusted Non-GAAP Earnings & EPS  Adjusted Non-GAAP net income is not meant as a substitute for GAAP, and is defined as GAAP net income with the following modifications: 1) Elimination of shared-based compensation expense and associated payroll taxes 2) Elimination of certain acquisition-related integration costs and the impact of fair value adjustments to deferred revenue purchased in Livedrive acquisition 3) Elimination of amortization of acquired patents and intangible assets  ($ in thousands)  

 24  GAAP Reconciliation Q3 Adjusted Non-GAAP Earnings & EPS (continued)  Adjusted Non-GAAP net income is not meant as a substitute for GAAP, and is defined as GAAP net income with the following modifications: 1) Elimination of shared-based compensation expense and associated payroll taxes 2) Elimination of certain acquisition-related integration costs and the impact of fair value adjustments to deferred revenue purchased in Livedrive acquisition 3) Elimination of interest costs in excess of the coupon rate associated with the convertible notes 4) Elimination of IRS consulting fees 5) Elimination of amortization of acquired patents and intangible assets 6) Elimination of additional income tax (expense) benefit from prior years * Reconciliation of Net Income per share from GAAP to Adjusted Non-GAAP Net Income Per Share may not foot because each is calculated independently  ($ in thousands)  

 25  GAAP Reconciliation Q3 2016 Adjusted EBITDA  ($ in thousands)  

 26  GAAP Reconciliation Q3 2015 Adjusted EBITDA  ($ in thousands)  

   ®