Ziff Davis Reports Second Quarter 2023 Financial Results and Reaffirms 2023 Guidance

8/3/23 6:44:00 PM ET

Telecommunications Equipment

Telecommunications

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Ziff Davis, Inc. (NASDAQ:ZD) ("Ziff Davis" or "the Company") today reported unaudited financial results for the second quarter ended June 30, 2023.

"We are cautiously optimistic about the second half of the year, as we are seeing some positive trends in our businesses," said Vivek Shah, Chief Executive Officer of Ziff Davis. "We are especially enthusiastic about our recently announced strategic partnership with Xyla, which we believe will accelerate AI enablement across our portfolio."

SECOND QUARTER 2023 RESULTS

Q2 2023 quarterly revenues decreased 3.4% to $326.0 million compared to $337.4 million for Q2 2022.
Income from operations decreased 15.2% to $38.9 million compared to $45.9 million for Q2 2022.
Net income (loss) increased to $16.7 million compared to $(46.4) million for Q2 2022 primarily due to losses on our investment in Consensus Cloud Solutions, Inc. ("Consensus") in Q2 2022 that did not recur.
Net income (loss) per diluted share⁽²⁾ increased to $0.36 in Q2 2023 compared to $(0.99) for Q2 2022.
Adjusted EBITDA⁽¹⁾ for the quarter decreased 9.6% to $106.7 million compared to $118.0 million for Q2 2022.
Adjusted net income⁽¹⁾ decreased 19.9% to $59.6 million compared to $74.4 million for Q2 2022.
Adjusted net income per diluted share⁽¹⁾⁽²⁾ (or "Adjusted diluted EPS") for the quarter decreased 19.6% to $1.27 compared to $1.58 for Q2 2022.
Net cash provided by operating activities was $39.7 million in Q2 2023 compared to $76.0 million in Q2 2022. Free cash flow⁽¹⁾ was $14.5 million in Q2 2023 compared to $52.6 million in Q2 2022.
Ziff Davis ended the quarter with approximately $829.3 million in cash, cash equivalents, and investments after deploying approximately $62.7 million primarily related to share repurchases and approximately $1.5 million during the quarter for current and prior year acquisitions.

The following table reflects additional results for the three and six months ended June 30, 2023 and 2022, respectively (in millions, except per share amounts).

	Three months ended June 30,						% Change		Six months ended June 30,						% Change
	2023			2022			% Change		2023			2022			% Change
Revenues
Digital Media	$	252.8		$	258.4		(2.2	)%	$	487.0		$	493.0		(1.2	)%
Cybersecurity and Martech	$	73.2		$	79.0		(7.3	)%	$	146.2		$	159.4		(8.3	)%
Total revenue⁽³⁾	$	326.0		$	337.4		(3.4	)%	$	633.2		$	652.4		(3.0	)%
Income from operations	$	38.9		$	45.9		(15.2	)%	$	65.2		$	76.4		(14.7	)%
Operating income margin		11.9	%		13.6	%	(1.7	)%		10.3	%		11.7	%	(1.4	)%
Net income (loss)	$	16.7		$	(46.4	)	135.9	%	$	9.1		$	(21.9	)	141.6	%
Net income (loss) per diluted share⁽²⁾	$	0.36		$	(0.99	)	136.4	%	$	0.19		$	(0.47	)	140.4	%
Adjusted EBITDA⁽¹⁾	$	106.7		$	118.0		(9.6	)%	$	201.0		$	218.8		(8.1	)%
Adjusted EBITDA margin⁽¹⁾		32.7	%		35.0	%	(2.3	)%		31.7	%		33.5	%	(1.8	)%
Adjusted net income⁽¹⁾	$	59.6		$	74.4		(19.9	)%	$	111.3		$	132.4		(15.9	)%
Adjusted diluted EPS⁽¹⁾⁽²⁾	$	1.27		$	1.58		(19.6	)%	$	2.37		$	2.81		(15.7	)%
Net cash provided by operating activities	$	39.7		$	76.0		(47.8	)%	$	155.0		$	192.5		(19.5	)%
Free cash flow⁽¹⁾	$	14.5		$	52.6		(72.4	)%	$	99.8		$	138.6		(28.0	)%

Notes:

(1)		For definitions of non-GAAP financial measures and reconciliations of GAAP to non-GAAP financial measures refer to section "Non-GAAP Financial Measures," further in this report.
(2)		The estimated GAAP effective tax rates were approximately 27.2% and (33.2)% for the three months ended June 30, 2023 and 2022, respectively, and 23.7% and 12,760.8% for the six months ended June 30, 2023 and 2022, respectively. The estimated Adjusted effective tax rates were approximately 24.8% and 22.7% for the three months ended June 30, 2023 and 2022, respectively, and 24.3% and 22.9% for the six months ended June 30, 2023 and 2022, respectively.
(3)		The revenues associated with each of the businesses may not foot precisely since each is presented independently.

ZIFF DAVIS GUIDANCE

The Company reaffirms its guidance for fiscal year 2023 as follows (in millions, except per share data):

	2023 Range of Estimates
	Low		High
Revenue	$	1,350.0	$	1,408.0
Adjusted EBITDA	$	479.0	$	514.0
Adjusted diluted EPS*	$	6.02	$	6.54

______________________________________________________
*		Adjusted diluted EPS for 2023 excludes share-based compensation ranging between $32 million and $34 million, amortization of acquired intangibles, and the impact of any currently unanticipated items, in each case net of tax. It is anticipated that the Adjusted effective tax rate for 2023 will be between 23.0% and 25.0%.

A reconciliation of forward-looking Adjusted EBITDA and Adjusted diluted EPS to the corresponding GAAP guidance financial measures is not available without unreasonable effort due, primarily, to variability and difficulty in making accurate forecasts and projections of non-operating matters that may arise in the future.

Earnings Conference Call and Audio Webcast

Ziff Davis will host a live audio webcast and conference call discussing its second quarter 2023 financial results on Friday, August 4, 2023, at 8:30AM ET. The live webcast and call will be accessible by phone by dialing (844) 985-2014 or via www.ziffdavis.com. Following the event, the audio recording and presentation materials will be archived and made available at www.ziffdavis.com.

About Ziff Davis

Ziff Davis, Inc. (NASDAQ:ZD) is a vertically focused digital media and internet company whose portfolio includes leading brands in technology, shopping, gaming and entertainment, connectivity, health, cybersecurity, and martech. For more information, visit www.ziffdavis.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, including those contained in Vivek Shah's quote and the "Ziff Davis Guidance" section regarding the Company's expected fiscal 2023 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 advertising revenues, profitability, and cash flows, particularly in light of an uncertain U.S. or worldwide economy, including the possibility of economic downturn or recession; the Company's ability to make interest and debt payments; 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 losing critical third-party vendors or key personnel; the risks associated with fraudulent activity, system failure, or a security breach; risks related to our ability to adhere to our internal controls and procedures; 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; the risks related to supply chain disruptions, inflationary conditions, and rising interest rates; the risk of liability for legal and other claims; and the numerous other factors set forth in Ziff Davis' filings with the Securities and Exchange Commission ("SEC"). For a more detailed description of the risk factors and uncertainties affecting Ziff Davis, refer to the 2022 Annual Report on Form 10-K filed by Ziff Davis on March 1, 2023, and the other reports filed by Ziff Davis 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, including those contained in Vivek Shah's quote and in the "Ziff Davis Guidance" portion regarding the Company's expected fiscal 2023 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.

ZIFF DAVIS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED, IN THOUSANDS)

	June 30, 2023			December 31, 2022
ASSETS
Cash and cash equivalents	$	679,090		$	652,793
Short-term investments		35,816			58,421
Accounts receivable, net of allowances of $7,511 and $6,868, respectively		285,909			304,739
Prepaid expenses and other current assets		74,044			68,319
Total current assets		1,074,859			1,084,272
Long-term investments		114,356			127,871
Property and equipment, net of accumulated amortization of $296,223 and $255,586, respectively		192,380			178,184
Intangible assets, net		401,639			462,815
Goodwill		1,599,896			1,591,474
Deferred income taxes		8,561			8,523
Other assets		77,598			80,131
TOTAL ASSETS	$	3,469,289		$	3,533,270
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	127,145		$	120,829
Accrued employee related costs		33,659			42,178
Other accrued liabilities		52,702			39,539
Income taxes payable, current		11,052			19,712
Deferred revenue, current		188,725			187,904
Accrued liabilities and other current liabilities		22,760			22,286
Total current liabilities		436,043			432,448
Long-term debt		1,000,178			999,053
Deferred revenue, noncurrent		8,303			9,103
Deferred income taxes		58,198			79,007
Income taxes payable, noncurrent		8,486			11,675
Other long-term liabilities		95,399			109,373
TOTAL LIABILITIES		1,606,607			1,640,659

Common stock		464			473
Additional paid-in capital		448,920			439,681
Retained earnings		1,492,879			1,537,830
Accumulated other comprehensive loss		(79,581	)		(85,373	)
TOTAL STOCKHOLDERS' EQUITY		1,862,682			1,892,611
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	3,469,289		$	3,533,270

ZIFF DAVIS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED, IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Total revenues	$	326,016		$	337,356		$	633,158		$	652,424
Operating costs and expenses:
Cost of revenues		47,421			46,004			93,151			92,104
Sales and marketing		119,934			123,777			235,854			241,539
Research, development, and engineering		17,817			19,721			35,731			38,148
General and administrative		101,949			101,967			203,212			204,184
Total operating costs and expenses		287,121			291,469			567,948			575,975
Income from operations		38,895			45,887			65,210			76,449
Interest expense, net		(10,483	)		(9,569	)		(14,963	)		(19,859	)
Gain on debt extinguishment, net		—			2,613			—			1,393
(Loss) gain on investments, net		—			(48,243	)		357			(48,243	)
Unrealized loss on short-term investments held at the reporting date, net		(3,196	)		(27,317	)		(23,541	)		(18,366	)
Other (loss) income, net		(1,503	)		6,345			(2,411	)		8,744
Income (loss) before income taxes and loss from equity method investment, net		23,713			(30,284	)		24,652			118
Income tax expense		(6,461	)		(10,051	)		(5,845	)		(15,131	)
Loss from equity method investment, net		(573	)		(6,101	)		(9,755	)		(6,886	)
Net income (loss)	$	16,679		$	(46,436	)	$	9,052		$	(21,899	)

Basic	$	0.36		$	(0.99	)	$	0.19		$	(0.47	)
Diluted	$	0.36		$	(0.99	)	$	0.19		$	(0.47	)
Weighted average shares outstanding:
Basic		46,798,800			46,978,709			46,892,504			47,016,351
Diluted		46,798,800			46,978,709			46,892,504			47,016,351

ZIFF DAVIS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED, IN THOUSANDS)

	Six months ended June 30,
	2023			2022
Cash flows from operating activities:
Net income (loss)	$	9,052		$	(21,899	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		111,479			118,943
Non-cash operating lease costs		5,924			5,913
Share-based compensation		17,619			14,420
Provision for credit losses (benefit) on accounts receivable		1,819			(1,376	)
Deferred income taxes, net		(18,330	)		(10,266	)
Gain on extinguishment of debt, net		—			(1,393	)
Loss from equity method investments		9,755			6,886
Unrealized loss on short-term investments held at the reporting date		23,541			18,366
(Gain) loss on investment, net		(357	)		48,243
Other		3,834			2,106
Decrease (increase) in:
Accounts receivable		20,470			77,168
Prepaid expenses and other current assets		(13,038	)		5,804
Other assets		(4,030	)		(4,990	)
Increase (decrease) in:
Accounts payable		(1,332	)		(36,504	)
Deferred revenue		(1,777	)		(11,882	)
Accrued liabilities and other current liabilities		(9,594	)		(17,055	)
Total operating cash provided by continuing operations		155,035			192,484
Cash flows from investing activities:
Purchases of property and equipment		(55,250	)		(53,876	)
Acquisition of businesses, net of cash received		(9,492	)		(92,425	)
Investment in available-for-sale securities		—			(15,000	)
Proceeds from sale of equity investments		3,174			—
Other		(3,753	)		—
Net cash used in investing activities		(65,321	)		(161,301	)
Cash flows from financing activities:
Payment of debt		—			(72,853	)
Proceeds from term loan		—			89,991
Debt extinguishment costs		—			(756	)
Repurchase of common stock		(62,678	)		(76,345	)
Issuance of common stock under employee stock purchase plan		4,724			5,235
Proceeds from exercise of stock options		—			148
Deferred payments for acquisitions		(6,679	)		(7,094	)
Other		21			(5	)
Net cash (used in) provided by financing activities		(64,612	)		(61,679	)
Effect of exchange rate changes on cash and cash equivalents		1,195			(16,056	)
Net change in cash and cash equivalents		26,297			(46,552	)
Cash and cash equivalents at beginning of year		652,793			694,842
Cash and cash equivalents at end of year	$	679,090		$	648,290

Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles ("GAAP"), we use the following non-GAAP financial measures: Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income (loss), Adjusted net income (loss) per diluted share, Free cash flow, and Adjusted effective tax rate (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 GAAP.

We use these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain items that may not be indicative of our recurring core business operating results or, in certain cases, may be non-cash in nature. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management's internal comparisons to our historical performance and liquidity. We believe these 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.

These non-GAAP financial measures are not measures presented in accordance with GAAP, and our use of these terms may vary from that of other companies. These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. These non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with the Company's results of operations determined in accordance with GAAP.

Non-GAAP financial measures exclude the certain items listed below. Excluding these items from the non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which exclude similar items. We believe that non-GAAP financial measures excluding these items provide meaningful supplemental information regarding operational performance. We further believe these measures are useful to investors in that they allow for greater transparency of certain line items in the Company's financial statements.

Adjusted EBITDA is defined as Net income (loss) with adjustments to reflect the addition or elimination of certain items including:

Interest expense, net;
(Gain) loss on debt extinguishment, net;
(Gain) loss on sale of business;
Unrealized (gain) loss on short-term investments held at the reporting date, including the unrealized (gain) loss on our investment in Consensus;
(Gain) loss on investments, net;
Other (income) expense, net;
Income tax (benefit) expense;
(Income) loss from equity method investments, net;
Depreciation and amortization;
Share-based compensation;
Acquisition, integration, and other costs, including adjustments to contingent consideration, lease terminations, retention bonuses, other acquisition-specific items, and other costs, such as severance and legal settlements;
Disposal related costs associated with disposal of certain businesses;
Lease asset impairments and other charges; and
Goodwill impairment on business.

Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenue.

Adjusted net income (loss) is defined as Net income (loss) with adjustments to reflect the addition or elimination of certain statement of operations items including, but not limited to:

Interest costs related to the difference between the imputed and coupon interest expense associated with the 4.625% Senior Notes and a charge that the Company determined to be penalty interest associated with 1.75% Convertible Notes in each period presented;
(Gain) loss on debt extinguishment, net;
(Gain) loss on sale of business;
Unrealized (gain) loss on short-term investments held at the reporting date, including the unrealized (gain) loss on our investment in Consensus;
(Gain) loss on investments, net;
(Income) loss from equity method investments, net;
Amortization of patents and intangible assets that we acquired;
Goodwill impairment on business;
Share-based compensation;
Acquisition, integration and other costs, including adjustments to contingent consideration, lease terminations, retention bonuses, other acquisition-specific items, and other costs, such as severance and legal settlements;
Disposal related costs associated with disposal of certain businesses;
Lease asset impairments and other charges; and
Dilutive effect of the convertible debt.

Adjusted net income (loss) per diluted share is calculated by dividing Adjusted net income (loss) by the diluted weighted average shares of common stock outstanding that excludes the effect of convertible debt dilution.

Free cash flow is defined as Net cash provided by operating activities, less purchases of property and equipment, plus changes in contingent consideration.

ZIFF DAVIS, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (UNAUDITED, IN THOUSANDS)

The following table sets forth a reconciliation of Net income (loss) to Adjusted EBITDA:
	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Net income (loss)	$	16,679		$	(46,436	)	$	9,052		$	(21,899	)
Interest expense, net		10,483			9,569			14,963			19,859
Gain on debt extinguishment, net		—			(2,613	)		—			(1,393	)
Unrealized loss on short-term investments held at the reporting date		3,196			27,317			23,541			18,366
Loss (gain) on investments, net		—			48,243			(357	)		48,243
Other loss (income), net		1,503			(6,345	)		2,411			(8,744	)
Income tax expense		6,461			10,051			5,845			15,131
(Gain) loss from equity method investment, net		(927	)		6,101			8,255			6,886
Depreciation and amortization		56,856			59,872			111,479			118,943
Share-based compensation		9,217			7,703			17,619			14,420
Acquisition, integration, and other costs		3,369			3,431			6,894			4,965
Disposal related costs		60			65			209			1,304
Lease asset impairments and other charges		(221	)		1,079			1,098			2,744
Adjusted EBITDA	$	106,676		$	118,037		$	201,009		$	218,825

ZIFF DAVIS, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (UNAUDITED, IN THOUSANDS)

The following table sets forth Revenues and a reconciliation of Income (loss) from operations to Adjusted EBITDA by segment:
	Three months ended June 30, 2023
	Digital Media			Cybersecurity and Martech		Corporate			Total
Revenues	$	252,820		$	73,196	$	—		$	326,016

Income (loss) from operations	$	36,668		$	13,565	$	(11,338	)	$	38,895
Income from equity method investment, net		—			—		(1,500	)		(1,500	)
Depreciation and amortization		45,259			11,590		7			56,856
Share-based compensation		4,070			1,283		3,864			9,217
Acquisition, integration, and other costs		3,256			113		—			3,369
Disposal related costs		—			—		60			60
Lease asset impairments and other charges		(275	)		54		—			(221	)
Adjusted EBITDA	$	88,978		$	26,605	$	(8,907	)	$	106,676

	Three months ended June 30, 2022
	Digital Media		Cybersecurity and Martech		Corporate			Total
Revenues	$	258,343	$	79,013	$	—		$	337,356

Income (loss) from operations	$	44,162	$	13,023	$	(11,298	)	$	45,887
Depreciation and amortization		47,545		12,263		64			59,872
Share-based compensation		3,306		1,389		3,008			7,703
Acquisition, integration, and other costs		3,183		239		9			3,431
Disposal related costs		—		—		65			65
Lease asset impairments and other charges		637		442		—			1,079
Adjusted EBITDA	$	98,833	$	27,356	$	(8,152	)	$	118,037
______________________________________________________ Tables above exclude certain intercompany allocations.

ZIFF DAVIS, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The following table sets forth a reconciliation of Net income (loss) to Adjusted net income with adjustments presented on after-tax basis:
	Three months ended June 30,
	2023			Per diluted share*			2022			Per diluted share*
Net income (loss)	$	16,679		$	0.36		$	(46,436	)	$	(0.99	)
Interest costs		5,509			0.12			83			—
Gain on debt extinguishment, net		—			—			(2,309	)		(0.05	)
(Gain) loss on sale of business		88			—			—			—
Unrealized (gain) loss on short-term investments held at the reporting date		2,416			0.05			26,273			0.56
(Gain) loss on investments, net		—			—			48,111			1.02
Loss (income) from equity method investment, net		(552	)		(0.01	)		6,101			0.13
Amortization		25,796			0.55			32,064			0.68
Share-based compensation		7,181			0.15			6,798			0.14
Acquisition, integration, and other costs		2,576			0.05			2,626			0.06
Disposal related costs		44			—			305			0.01
Lease asset impairments and other charges		(160	)		—			808			0.02
Adjusted net income	$	59,577		$	1.27		$	74,424		$	1.58

	Six months ended June 30,
	2023			Per diluted share*			2022			Per diluted share*
Net income (loss)	$	9,052		$	0.19		$	(21,899	)	$	(0.47	)
Interest costs		5,565			0.12			173			—
Gain on debt extinguishment, net		—			—			(1,393	)		(0.03	)
(Gain) loss on sale of business		88			—			—			—
Unrealized (gain) loss on short-term investments held at the reporting date		17,681			0.38			17,322			0.37
(Gain) loss on investments, net		(268	)		(0.01	)		48,111			1.01
Loss (income) from equity method investment, net		8,630			0.18			6,886			0.15
Amortization		50,418			1.08			64,462			1.37
Share-based compensation		13,998			0.30			11,676			0.25
Acquisition, integration, and other costs		5,153			0.11			3,826			0.08
Disposal related costs		156			—			1,123			0.03
Lease asset impairment and other charges		830			0.02			2,066			0.05
Adjusted net income	$	111,303		$	2.37		$	132,353		$	2.81
______________________________________________________ ^*The reconciliation of Net (loss) income per diluted share to Adjusted net income per diluted share may not foot since each is calculated independently.

ZIFF DAVIS, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (UNAUDITED, IN THOUSANDS)

The following are the adjustments to certain statement of operations items to derive Adjusted net income, which we believe provide useful information about our operating results and enhance the overall understanding of past financial performance and future prospects.
	Three months ended June 30, 2023
	GAAP amount			Adjustments																													Adjusted non-GAAP amount
	GAAP amount			Interest costs, net			(Gain) loss on sale of business			Unrealized (gain) loss on short-term investments held at the reporting date			(Gain) loss on investments, net		(Income) loss from equity method investments, net			Amortization			Share-based compensation			Acquisition, integration, and other costs			Disposal related costs			Lease asset impairments and other charges			Adjusted non-GAAP amount
Cost of revenues	$	47,421		$	—		$	—		$	—		$	—	$	—		$	(189	)	$	(94	)	$	(101	)	$	—		$	—		$	47,037
Sales and marketing	$	119,934			—			—			—			—		—			—			(1,038	)		(653	)		—			—		$	118,243
Research, development, and engineering	$	17,817			—			—			—			—		—			—			(958	)		(133	)		—			—		$	16,726
General and administrative	$	101,949			—			—			—			—		1,500			(33,732	)		(7,127	)		(2,482	)		(60	)		221		$	60,269
Interest expense, net	$	(10,483	)		7,346			—			—			—		—			—			—			—			—			—		$	(3,137	)
Unrealized loss on short-term investments held at period end	$	(3,196	)		—			—			3,196			—		—			—			—			—			—			—		$	—
Other loss, net	$	(1,503	)		—			118			—			—		—			—			—			—			—			—		$	(1,385	)
Income tax expense	$	(6,461	)		(1,837	)		(30	)		(780	)		—		375			(8,125	)		(2,036	)		(793	)		(16	)		61		$	(19,642	)
Loss from equity method investment, net	$	(573	)		—			—			—			—		573			—			—			—			—			—		$	—
Total non-GAAP adjustments				$	5,509		$	88		$	2,416		$	—	$	(552	)	$	25,796		$	7,181		$	2,576		$	44		$	(160	)

ZIFF DAVIS, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (UNAUDITED, IN THOUSANDS)

	Three months ended June 30, 2022
	GAAP amount			Adjustments																													Adjusted non-GAAP amount
	GAAP amount			Interest costs, net			(Gain) loss on debt extinguishment			Unrealized (gain) loss on short-term investments held at the reporting date			(Gain) loss on investments, net			(Income) loss from equity method investments, net		Amortization			Share-based compensation			Acquisition, integration, and other costs			Disposal related costs			Lease asset impairments and other charges			Adjusted non-GAAP amount
Cost of revenues	$	46,004		$	—		$	—		$	—		$	—		$	—	$	(259	)	$	(142	)	$	(2	)	$	—		$	—		$	45,601
Sales and marketing	$	123,777			—			—			—			—			—		—			(1,106	)		(1,219	)		—			(438	)	$	121,014
Research, development, and engineering	$	19,721			—			—			—			—			—		—			(851	)		(195	)		—			—		$	18,675
General and administrative	$	101,967			—			—			—			—			—		(41,642	)		(5,604	)		(2,015	)		(64	)		(641	)	$	52,001
Interest expense, net	$	(9,569	)		110			—			—			—			—		—			—			—			—			—		$	(9,459	)
Gain on debt extinguishment, net	$	2,613			—			(3,069	)		—			—			—		—			—			—			—			—		$	(456	)
Loss on investment, net	$	(48,243	)		—			—			—			48,243			—		—			—			—			—			—		$	—
Unrealized loss on short-term investments held at period end	$	(27,317	)		—			—			27,317			—			—		—			—			—			—			—		$	—
Other income, net	$	6,345			—			—			—			(174	)		—		—			—			—			—			—		$	6,171
Income tax expense	$	(10,051	)		(27	)		760			(1,044	)		42			—		(9,837	)		(905	)		(805	)		241			(271	)	$	(21,897	)
Loss from equity method investment, net	$	(6,101	)		—			—			—			—			6,101		—			—			—			—			—		$	—
Total non-GAAP adjustments				$	83		$	(2,309	)	$	26,273		$	48,111		$	6,101	$	32,064		$	6,798		$	2,626		$	305		$	808

ZIFF DAVIS, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (UNAUDITED, IN THOUSANDS)

	Six months ended June 30, 2023
	GAAP amount			Adjustments																													Adjusted non-GAAP amount
	GAAP amount			Interest costs, net			(Gain) loss on sale of business			Unrealized (gain) loss on short-term investments held at the reporting date			(Gain) loss on investments, net			(Income) loss from equity method investments, net		Amortization			Share-based compensation			Acquisition, integration, and other costs			Disposal related costs			Lease asset impairments and other charges			Adjusted non-GAAP amount
Cost of revenues	$	93,151		$	—		$	—		$	—		$	—		$	—	$	(385	)	$	(170	)	$	(186	)	$	—		$	—		$	92,410
Sales and marketing	$	235,854			—			—			—			—			—		—			(1,962	)		(2,072	)		—			—		$	231,820
Research, development, and engineering	$	35,731			—			—			—			—			—		—			(1,741	)		(308	)		—			—		$	33,682
General and administrative	$	203,212			—			—			—			—			1,500		(67,051	)		(13,746	)		(4,328	)		(209	)		(1,098	)	$	118,280
Interest expense, net	$	(14,963	)		7,420			—			—			—			—		—			—			—			—			—		$	(7,543	)
Gain (loss) on debt extinguishment, net	$	—			—			—			—			—			—		—			—			—			—			—		$	—
Gain on sale of business	$	—			—			—			—			—			—		—			—			—			—			—		$	—
Gain on investment, net	$	357			—			—			—			(357	)		—		—			—			—			—			—		$	—
Unrealized loss on short-term investments held at period end	$	(23,541	)		—			—			23,541			—			—		—			—			—			—			—		$	—
Other loss, net	$	(2,411	)		—			118			—			—			—		—			—			—			—			—		$	(2,293	)
Income tax expense	$	(5,845	)		(1,855	)		(30	)		(5,860	)		89			375		(17,018	)		(3,621	)		(1,741	)		(53	)		(268	)	$	(35,827	)
Loss from equity method investment, net	$	(9,755	)		—			—			—			—			9,755		—			—			—			—			—		$	—
Total non-GAAP adjustments				$	5,565		$	88		$	17,681		$	(268	)	$	8,630	$	50,418		$	13,998		$	5,153		$	156		$	830

ZIFF DAVIS, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (UNAUDITED, IN THOUSANDS)

	Six months ended June 30, 2022
	GAAP amount			Adjustments																													Adjusted amount
	GAAP amount			Interest costs			(Gain) loss on debt extinguishment			Unrealized (gain) loss on short-term investments held at the reporting date			(Gain) loss on investments, net			(Income) loss from equity method investments, net		Amortization			Share-based compensation			Acquisition, integration, and other costs			Disposal related costs			Lease asset impairments and other charges			Adjusted amount
Cost of revenues	$	92,104		$	—		$	—		$	—		$	—		$	—	$	(538	)	$	(226	)	$	(54	)	$	—		$	—		$	91,286
Sales and marketing	$	241,539			—			—			—			—			—		—			(1,675	)		(1,385	)		—			(961	)	$	237,518
Research, development, and engineering	$	38,148			—			—			—			—			—		—			(1,480	)		(413	)		—			—		$	36,255
General and administrative	$	204,184			—			—			—			—			—		(82,865	)		(11,039	)		(3,113	)		(1,304	)		(1,783	)	$	104,080
Interest expense, net	$	(19,859	)		231			—			—			—			—		—			—			—			—			—		$	(19,628	)
Gain on debt extinguishment, net	$	1,393			—			(1,849	)		—			—			—		—			—			—			—			—		$	(456	)
Loss on investment, net	$	(48,243	)		—			—			—			48,243			—		—			—			—			—			—		$	—
Unrealized loss on short-term investments held at period end	$	(18,366	)		—			—			18,366			—			—		—			—			—			—			—		$	—
Other income, net	$	8,744			—			—			—			(174	)		—		—			—			—			—			—		$	8,570
Income tax expense	$	(15,131	)		(58	)		456			(1,044	)		42			—		(18,941	)		(2,744	)		(1,139	)		(181	)		(678	)	$	(39,418	)
Loss from equity method investment, net	$	(6,886	)		—			—			—			—			6,886		—			—			—			—			—		$	—
Total non-GAAP adjustments				$	173		$	(1,393	)	$	17,322		$	48,111		$	6,886	$	64,462		$	11,676		$	3,826		$	1,123		$	2,066

ZIFF DAVIS, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (UNAUDITED, IN THOUSANDS)

The following tables set forth a reconciliation of Net cash provided by operating activities to Free cash flow:
2023	Q1			Q2			Q3		Q4		YTD
Net cash provided by operating activities	$	115,307		$	39,728		$	—	$	—	$	155,035
Less: Purchases of property and equipment		(30,017	)		(25,233	)		—		—		(55,250	)
Free cash flow	$	85,290		$	14,495		$	—	$	—	$	99,785

2022	Q1			Q2			Q3			Q4			YTD
Net cash provided by operating activities	$	116,511		$	75,973		$	100,735		$	43,225		$	336,444
Less: Purchases of property and equipment		(30,502	)		(23,374	)		(26,891	)		(25,387	)		(106,154	)
Free cash flow	$	86,009		$	52,599		$	73,844		$	17,838		$	230,290

View source version on businesswire.com: https://www.businesswire.com/news/home/20230803997576/en/

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Date	Price Target	Rating	Analyst
4/22/2025	$33.00	Overweight → Neutral	Analyst
5/2/2024	$70.00	Neutral → Overweight	JP Morgan
9/25/2023	$81.00	Neutral	UBS
1/6/2023	$88.00	Equal Weight	Barclays
12/13/2022	$100.00	Neutral	Citigroup
9/20/2022	$90.00	Outperform	Evercore ISI
12/15/2021	$150.00	Buy	Citigroup
11/30/2021	$150.00	Outperform	Wedbush

Ziff Davis Reports Second Quarter 2023 Financial Results and Reaffirms 2023 Guidance

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Director Harris Teresa A exercised 3,610 units of Common Stock $0.01 Par Value at a strike of $31.63, increasing direct ownership by 39% to 12,843 units (SEC Form 4)

Director Mcdonald Kirk P exercised 3,610 units of Common Stock $0.01 Par Value at a strike of $31.63, increasing direct ownership by 119% to 6,640 units (SEC Form 4)

Director Fay Sarah Ann exercised 3,610 units of Common Stock $0.01 Par Value at a strike of $31.63, increasing direct ownership by 19% to 22,265 units (SEC Form 4)

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Director Kretzmer W Brian bought $25,029 worth of Common Stock $0.01 Par Value (653 units at $38.33), increasing direct ownership by 5% to 12,968 units (SEC Form 4)

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