Consensus Investor Call

September 14, 2021

Forward-Looking Statements

Certain statements in this presentation are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, particularly those regarding our 2021 Financial Guidance. Such forward-looking statements are subject to 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 September 14, 2021, as well as those set forth in our Form 10 filed by us on

September 13, 2021 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:

  • Sustain growth or profitability, particularly in light of an uncertain U.S. or worldwide economy and the related impact on customer acquisition and retention rates, customer usage levels and credit and debit card payment declines;
  • Maintain and increase our customer base and average revenue per account;
  • Generate sufficient cash flow to make interest and debt payments and reinvest in our business, and pursue desired activities and businesses plans while satisfying restrictive covenants relating to debt obligations;

Industry, Market and Other Data

Certain information contained in this presentation concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market size, is based on reports from various sources. Because this information involves a number of assumptions and limitations, you are cautioned not to give undue weight to such information. We have not independently verified market data and industry forecasts provided by any of these or any other third-party sources referred to in this presentation. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us.

Pro Forma Financial Information

Unless otherwise specified, all financial data and operating metrics presented herein for Consensus are presented on a pro forma ("PF") basis.

  • Acquire businesses on acceptable terms and successfully integrate and realize anticipated synergies from such acquisitions;
  • Continue to expand our business and operations internationally in the wake of numerous risks, including adverse currency fluctuations, difficulty in staffing and managing international operations, higher operating costs as a percentage of revenues or the implementation of adverse regulations;
  • Maintain our financial position, operating results and cash flows in the event that we incur new or unanticipated costs or tax liabilities, including those relating to federal and state income tax and indirect taxes, such as sales, value-added and telecommunication taxes;
  • Accurately estimate the assumptions underlying our effective worldwide tax rate;
  • Manage certain risks inherent to our business, such as costs associated with fraudulent activity, system failure or network security breach; effectively maintain and manage our billing systems; allocate time and resources required to manage our legal proceedings; or adhere to our internal controls and procedures;
  • Compete with other similar providers with regard to price, service and functionality;
  • Cost-effectivelyprocure, retain and deploy large quantities of fax numbers in desired locations in the United States and abroad;
  • Achieve business and financial objectives in light of burdensome domestic and international telecommunications, Internet or other regulations including data privacy, security and retention;
  • Successfully manage our growth, including but not limited to our operational and personnel-related resources, and integration of newly acquired businesses;
  • Successfully adapt to technological changes and diversify services and related revenues at acceptable levels of financial return;
  • Successfully develop and protect our intellectual property, both domestically and internationally, including our brands, patents, trademarks and domain names, and avoid infringing upon the proprietary rights of others; and
  • Recruit and retain key personnel.

Non-GAAP Financial information

Included in this presentation are certain financial measures that are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP") designed to supplement, and not substitute, Consensus's financial information presented in accordance with GAAP. The non-GAAP measures as defined by Consensus may not be comparable to similar non-GAAP measures presented by other companies. The presentation of such measures, which may include adjustments to exclude unusual or non-recurring items, should not be construed as an inference that Consensus' future results or leverage will be unaffected by other unusual or non-recurring items. Please see the appendix to this presentation for how we define these non-GAAP measures, a discussion of why we believe they are useful to investors and certain limitations thereof, and reconciliations thereof to the most directly comparable GAAP measures.

Third Party Information

All third-party trademarks, including names, logos and brands, referenced by the Company in this presentation are property of their respective owners. All references to third-party trademarks are for identification purposes only and shall be considered nominative fair use under trademark law.

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Risk Factors

The following factors, among others, could cause our business, prospects, financial condition, operating results and cash flows to be materially adversely affected:

  • Our fax and healthcare interoperability solutions constitute substantially all of our revenue and operating income.
  • Reduced use of fax services due to increased use of email, scanning or widespread adoption of digital signatures or otherwise.
  • There are particular challenges in addressing the market for healthcare interoperability solutions. If we do not successfully address these challenges, our business will be adversely affected.
  • The market for our products and services is relatively new and rapidly evolving. If the market does not develop further, develops more slowly, or in a way that we do not expect, our business will be adversely affected.
  • Inability to sustain growth or profitability, and any related impact of U.S. or worldwide economic issues on customer acquisition, retention and usage levels, advertising spend and credit and debit card payment declines.
  • Inability to acquire businesses on acceptable terms or successfully integrate and realize anticipated synergies.
  • New or unanticipated costs and/or fees or tax liabilities, including those relating to federal and state income tax and indirect taxes, such as sales, value-added and telecommunications taxes.
  • The scope and duration of the COVID-19 pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our customers, third parties and us, as well as other unforeseen global crises, such as war, strife, global health pandemics, earthquakes, or major weather events or other uncontrollable events could negatively impact our revenue and operating results.
  • Inability to manage certain risks inherent to our business, such as fraudulent activity, system failure or a security breach; inability to manage reputational risks associated with our businesses.
  • Competition from others with regard to price, service, content and functionality.
  • Inadequate intellectual property (IP) protection, expiration, invalidity or loss of key patents, violations of 3rd party IP rights or inability or significant delay in monetizing IP.
  • Inability to continue to expand our business and operations internationally.
  • Inability 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 locations.
  • Level 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 plans.
  • Inability to maintain and increase our customer base or average revenue per user.
  • Inability to achieve business or financial results in light of burdensome telecommunications, internet, advertising, health care, consumer, privacy or other regulations, or being subject to existing regulations.
  • Inability to adapt to technological change and diversify services and related revenues at acceptable levels of financial return.
  • Loss of services of executive officers and other key employees.
  • Inability to complete the proposed Fax spin-off transaction in the proposed form, terms or timing or incurrence of higher than anticipated costs or realization of fewer expected benefits of the proposed transaction.
  • Other factors set forth in our Form 10 filed by us on September 13, 2021 with the SEC and the other reports we file from time to time with the SEC.

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Transaction Background

Overview of the Transaction

Transaction Structure

  • Separate J2's Cloud Fax business ("SpinCo") from J2 ("RemainCo") in a tax-freespin-off transaction to J2's current shareholders
  • Cloud Fax SpinCo to be called "Consensus"; J2 RemainCo to be called "Ziff Davis"

PF Capitalization

Consensus

($ in millions)

Consensus

Adj.

(Post-Spin)

Cash

--

~ $30

~ $30

J2 will distribute at least ~80% of SpinCo via a pro rata

New Consensus Debt

--

$800

$800

spin-off to J2's shareholders

Ziff Davis will retain a 19.9% stake in Consensus that it

Total Debt

--

$800

intends to divest over time in a tax-efficient manner

Expect Spin to occur on or about October 1

Net Debt

--

~ 770

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j2 Global Inc. published this content on 14 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 September 2021 20:31:09 UTC.