Ziff Davis, Inc. (NASDAQ: ZD) (“Ziff Davis” or “the Company”) today reported unaudited financial results for the third quarter ended September 30, 2023.

“Given the marked improvement in the third quarter with our Digital Media segment returning to positive organic growth, we believe we’re turning the corner,” said Vivek Shah, Chief Executive Officer of Ziff Davis. “We’re also making solid progress on AI enablement across our portfolio."

THIRD QUARTER 2023 RESULTS

  • Q3 2023 quarterly revenues decreased 0.3% to $341.0 million compared to $341.9 million for Q3 2022.
  • (Loss) income from operations decreased 145.9% to $(13.3) million compared to $29.0 million for Q3 2022 primarily due to the recognition of a $56.9 million goodwill impairment during the three months ended September 30, 2023, which exceeded the recognition of a $27.4 million goodwill impairment during the three months ended September 30, 2022.
  • Net (loss) income decreased to $(31.0) million compared to $18.2 million for Q3 2022 primarily due to the recognition of a $56.9 million goodwill impairment during the three months ended September 30, 2023, which exceeded the net impact of a $20.7 million goodwill impairment, net of tax, and a $7.7 million gain on extinguishment of debt, net of tax, both of which were recognized during the three months ended September 30, 2022.
  • Net (loss) income per diluted share(1) decreased to $(0.67) in Q3 2023 compared to $0.39 for Q3 2022.
  • Adjusted EBITDA(2) for the quarter decreased 5.3% to $113.7 million compared to $120.1 million for Q3 2022.
  • Adjusted net income(2) decreased 7.0% to $69.1 million compared to $74.3 million for Q3 2022.
  • Adjusted net income per diluted share(1)(2) (or “Adjusted diluted EPS”) for the quarter decreased 5.1% to $1.50 compared to $1.58 for Q3 2022.
  • Net cash provided by operating activities was $72.8 million in Q3 2023 compared to $100.7 million in Q3 2022. Free cash flow(2) was $45.6 million in Q3 2023 compared to $73.8 million in Q3 2022.
  • Ziff Davis ended the quarter with approximately $830.6 million in cash, cash equivalents, and investments after deploying approximately $44.6 million primarily related to share repurchases.

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

 

Three months ended September 30,

% Change

Nine months ended September 30,

% Change

2023

2022

2023

2022

Revenues

 

 

 

 

 

 

Digital Media

$267.9

$263.7

1.6%

$754.9

$756.7

(0.2)%

Cybersecurity and Martech

$73.1

$78.2

(6.5)%

$219.2

$237.6

(7.7)%

Total revenues(3)

$341.0

$341.9

(0.3)%

$974.1

$994.3

(2.0)%

(Loss) income from operations

$(13.3)

$29.0

(145.9)%

$51.9

$105.5

(50.8)%

Operating (loss) income margin

(3.9)%

8.5%

(12.4)%

5.3%

10.6%

(5.3)%

Net (loss) income

$(31.0)

$18.2

(270.3)%

$(21.9)

$(3.7)

(491.9)%

Net (loss) income per diluted share(1)

$(0.67)

$0.39

(271.8)%

$(0.47)

$(0.08)

(487.5)%

Adjusted EBITDA(2)

$113.7

$120.1

(5.3)%

$314.7

$338.9

(7.1)%

Adjusted EBITDA margin(2)

33.3%

35.1%

(1.8)%

32.3%

34.1%

(1.8)%

Adjusted net income(2)

$69.1

$74.3

(7.0)%

$180.4

$206.6

(12.7)%

Adjusted diluted EPS(1)(2)

$1.50

$1.58

(5.1)%

$3.86

$4.41

(12.5)%

Net cash provided by operating activities

$72.8

$100.7

(27.7)%

$227.8

$293.2

(22.3)%

Free cash flow(2)

$45.6

$73.8

(38.2)%

$145.4

$212.5

(31.6)%

Notes:

(1)

 

GAAP effective tax rates were approximately (20.7)% and 45.9% for the three months ended September 30, 2023 and 2022, respectively, and (1,040.8)% and 83.9% for the nine months ended September 30, 2023 and 2022, respectively. Adjusted effective tax rates were approximately 22.9% and 22.6% for the three months ended September 30, 2023 and 2022, respectively, and 23.8% and 22.8% for the nine months ended September 30, 2023 and 2022, respectively.

(2)

 

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.

(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 third quarter 2023 financial results on Thursday, November 9, 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)

 

 

September 30, 2023

 

December 31, 2022

ASSETS

 

 

 

Cash and cash equivalents

$

660,624

 

 

$

652,793

 

Short-term investments

 

29,797

 

 

 

58,421

 

Accounts receivable, net of allowances of $7,388 and $6,868, respectively

 

291,485

 

 

 

304,739

 

Prepaid expenses and other current assets

 

81,757

 

 

 

68,319

 

Total current assets

 

1,063,663

 

 

 

1,084,272

 

Long-term investments

 

140,167

 

 

 

127,871

 

Property and equipment, net of accumulated amortization of $308,368 and $255,586, respectively

 

186,165

 

 

 

178,184

 

Intangible assets, net

 

367,943

 

 

 

462,815

 

Goodwill

 

1,539,663

 

 

 

1,591,474

 

Deferred income taxes

 

8,573

 

 

 

8,523

 

Other assets

 

77,053

 

 

 

80,131

 

TOTAL ASSETS

$

3,383,227

 

 

$

3,533,270

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

Accounts payable

$

127,818

 

 

$

120,829

 

Accrued employee related costs

 

37,011

 

 

 

42,178

 

Other accrued liabilities

 

47,219

 

 

 

39,539

 

Income taxes payable, current

 

4,985

 

 

 

19,712

 

Deferred revenue, current

 

182,741

 

 

 

187,904

 

Accrued liabilities and other current liabilities

 

19,724

 

 

 

22,286

 

Total current liabilities

 

419,498

 

 

 

432,448

 

Long-term debt

 

1,000,743

 

 

 

999,053

 

Deferred revenue, noncurrent

 

8,000

 

 

 

9,103

 

Deferred income taxes

 

51,098

 

 

 

79,007

 

Income taxes payable, noncurrent

 

8,486

 

 

 

11,675

 

Other long-term liabilities

 

91,264

 

 

 

109,373

 

TOTAL LIABILITIES

 

1,579,089

 

 

 

1,640,659

 

 

 

 

 

Common stock

 

460

 

 

 

473

 

Additional paid-in capital

 

462,812

 

 

 

439,681

 

Retained earnings

 

1,426,979

 

 

 

1,537,830

 

Accumulated other comprehensive loss

 

(86,113

)

 

 

(85,373

)

TOTAL STOCKHOLDERS’ EQUITY

 

1,804,138

 

 

 

1,892,611

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

3,383,227

 

 

$

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 September 30,

 

Nine months ended September 30,

 

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

Total revenues

$

340,985

 

 

$

341,873

 

 

$

974,143

 

 

$

994,297

 

Operating costs and expenses:

 

 

 

 

 

 

 

Cost of revenues

 

55,526

 

 

 

52,603

 

 

 

148,677

 

 

 

144,707

 

Sales and marketing

 

125,062

 

 

 

119,474

 

 

 

360,916

 

 

 

361,013

 

Research, development, and engineering

 

17,597

 

 

 

17,735

 

 

 

53,328

 

 

 

55,883

 

General and administrative

 

99,269

 

 

 

95,658

 

 

 

302,481

 

 

 

299,842

 

Goodwill impairment on business

 

56,850

 

 

 

27,369

 

 

 

56,850

 

 

 

27,369

 

Total operating costs and expenses

 

354,304

 

 

 

312,839

 

 

 

922,252

 

 

 

888,814

 

(Loss) income from operations

 

(13,319

)

 

 

29,034

 

 

 

51,891

 

 

 

105,483

 

Interest expense, net

 

(2,817

)

 

 

(8,560

)

 

 

(17,780

)

 

 

(28,419

)

Gain on debt extinguishment, net

 

 

 

 

10,112

 

 

 

 

 

 

11,505

 

Gain (loss) on investments, net

 

 

 

 

471

 

 

 

357

 

 

 

(47,772

)

Unrealized (loss) gain on short-term investments held at the reporting date, net

 

(6,019

)

 

 

4,201

 

 

 

(29,560

)

 

 

(14,165

)

Other (loss) income, net

 

(3,571

)

 

 

4,218

 

 

 

(5,982

)

 

 

12,962

 

(Loss) income before income taxes and income (loss) from equity method investment, net

 

(25,726

)

 

 

39,476

 

 

 

(1,074

)

 

 

39,594

 

Income tax expense

 

(5,335

)

 

 

(18,100

)

 

 

(11,180

)

 

 

(33,231

)

Income (loss) from equity method investment, net

 

90

 

 

 

(3,191

)

 

 

(9,665

)

 

 

(10,077

)

Net (loss) income

$

(30,971

)

 

$

18,185

 

 

$

(21,919

)

 

$

(3,714

)

 

 

 

 

 

 

 

 

Basic

$

(0.67

)

 

$

0.39

 

 

$

(0.47

)

 

$

(0.08

)

Diluted

$

(0.67

)

 

$

0.39

 

 

$

(0.47

)

 

$

(0.08

)

Weighted average shares outstanding:

 

 

 

 

 

 

 

Basic

 

46,062,097

 

 

 

46,871,897

 

 

 

46,612,660

 

 

 

46,967,671

 

Diluted

 

46,062,097

 

 

 

46,871,897

 

 

 

46,612,660

 

 

 

46,967,671

 

ZIFF DAVIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED, IN THOUSANDS)

 

 

Nine months ended September 30,

 

 

2023

 

 

 

2022

 

Cash flows from operating activities:

 

 

 

Net loss

$

(21,919

)

 

$

(3,714

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

Depreciation and amortization

 

167,333

 

 

 

174,880

 

Non-cash operating lease costs

 

7,248

 

 

 

9,043

 

Share-based compensation

 

24,393

 

 

 

20,806

 

Provision for credit losses (benefit) on accounts receivable

 

2,296

 

 

 

(1,142

)

Deferred income taxes, net

 

(25,658

)

 

 

(13,552

)

Gain on extinguishment of debt, net

 

 

 

 

(11,505

)

Goodwill impairment on business

 

56,850

 

 

 

27,369

 

Changes in fair value of contingent consideration

 

 

 

 

(2,305

)

Loss from equity method investments

 

9,665

 

 

 

10,077

 

Unrealized loss on short-term investments held at the reporting date

 

29,560

 

 

 

14,165

 

(Gain) loss on investment, net

 

(357

)

 

 

47,772

 

Other

 

5,113

 

 

 

2,320

 

Decrease (increase) in:

 

 

 

Accounts receivable

 

11,043

 

 

 

85,121

 

Prepaid expenses and other current assets

 

(10,059

)

 

 

3,177

 

Other assets

 

(7,961

)

 

 

(8,667

)

Increase (decrease) in:

 

 

 

Accounts payable

 

1,955

 

 

 

(11,445

)

Deferred revenue

 

(6,820

)

 

 

(25,400

)

Accrued liabilities and other current liabilities

 

(14,839

)

 

 

(23,781

)

Net cash provided by operating activities

 

227,843

 

 

 

293,219

 

Cash flows from investing activities:

 

 

 

Purchases of property and equipment

 

(82,476

)

 

 

(80,767

)

Acquisition of businesses, net of cash received

 

(9,492

)

 

 

(104,094

)

Investment in available-for-sale securities

 

 

 

 

(15,000

)

Purchases of equity investments

 

(11,790

)

 

 

 

Proceeds from sale of equity investments

 

3,174

 

 

 

 

Other

 

(4,154

)

 

 

 

Net cash used in investing activities

 

(104,738

)

 

 

(199,861

)

Cash flows from financing activities:

 

 

 

Payment of debt

 

 

 

 

(166,904

)

Proceeds from term loan

 

 

 

 

112,286

 

Debt extinguishment costs

 

 

 

 

(756

)

Repurchase of common stock

 

(107,341

)

 

 

(76,545

)

Issuance of common stock under employee stock purchase plan

 

4,725

 

 

 

5,235

 

Proceeds from exercise of stock options

 

 

 

 

148

 

Deferred payments for acquisitions

 

(14,141

)

 

 

(14,734

)

Other

 

(53

)

 

 

(559

)

Net cash used in financing activities

 

(116,810

)

 

 

(141,829

)

Effect of exchange rate changes on cash and cash equivalents

 

1,536

 

 

 

(24,454

)

Net change in cash and cash equivalents

 

7,831

 

 

 

(72,925

)

Cash and cash equivalents at beginning of year

 

652,793

 

 

 

694,842

 

Cash and cash equivalents at end of year

$

660,624

 

 

$

621,917

 

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. Interest expense is generated primarily from interest due on outstanding debt, partially offset by interest income generated from the interest earned on cash, cash equivalents, and investments;
  • (Gain) loss on debt extinguishment, net. This is a non-cash expense that relates to a non-cash debt-for-equity exchange effectuated to settle amounts of senior secured term loans of the Company under its Credit Agreement with common stock of Consensus Cloud Solutions, Inc. (“Consensus”) owned by the Company. We believe this (gain) loss does not represent recurring core business operating results of the Company;
  • (Gain) loss on sale of business. This gain or loss relates to the sales of businesses and does not represent recurring core business operating results of the Company.
  • Unrealized (gain) loss on short-term investments held at the reporting date. This is a non-cash item as it relates to the change in the carrying value of our investment in Consensus depending on the share price of Consensus common stock and does not represent recurring core business operating results of the Company;
  • (Gain) loss on investments, net. This item relates to the disposition of the portion of our investment in Consensus. The amount of gain or loss depends on the share price of Consensus common stock and does not represent recurring core business operating results of the Company;
  • Other (income) expense, net. This income or expense relates to other non-operating items and does not represent recurring core business operating results of the Company;
  • Income tax (benefit) expense. This benefit or expense depends on the pre-tax loss or income of the Company, statutory tax rates, tax regulations and different tax rates in various jurisdictions in which the Company operates and which the Company does not have the control over;
  • (Income) loss from equity method investments, net. This is a non-cash expense as it relates to our investment in OCV Fund I, LP (the “Fund”). We believe that gain or loss resulting from our equity method investment does not represent recurring core business operating results of the Company;
  • Depreciation and amortization. This is a non-cash expense at it relates to use and associated reduction in value of certain assets including equipment, fixtures, and certain capitalized internal-used software and website development costs, and identifiable definite-lived intangible assets of the acquired businesses. This also includes the reduction in value of certain acquired intangible assets that represent the cost incurred by the acquiree to build value prior to the acquisition and the amortization of this cost does not represent recurring core business operating results of the Company;
  • Share-based compensation. This is a non-cash expense as it relates to awards granted under the various share-based incentive plans of the Company. We view the economic cost of share-based awards to be the dilution to our share base;
  • 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. These are non-recurring expenses that do not represent recurring core business operating results of the Company;
  • Disposal related costs associated with disposal of certain businesses. These are non-recurring expenses that do not represent recurring core business operating results of the Company;
  • Lease asset impairments and other charges. These expenses are incurred in connection with impaired right-of-use (“ROU”) assets of the Company. Associated expenses are comprised of insurance, utility, and other charges related to assets that are no longer in use, and partially offset by the sublease income earned. These expenses do not represent recurring core business operating results of the Company; and
  • Goodwill impairment on business. This is a non-cash expense that is recorded when the carrying value of the reporting unit exceeds its fair value and does not represent recurring core business operating results of the Company.

Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Total revenues.

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, net. This reflects 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 the 1.75% Convertible Notes in each period presented, offset in part by a certain interest income earned by the Company. These net expenses do not represent recurring core business operating results of the Company;
  • (Gain) loss on debt extinguishment, net. This is a non-cash expense that relates to a non-cash debt-for-equity exchange effectuated to settle amounts of senior secured term loans of the Company under its Credit Agreement with common stock of Consensus owned by the Company. We believe this gain or loss does not represent recurring core business operating results of the Company;
  • (Gain) loss on sale of business. This gain or loss relates to the sales of businesses and does not represent recurring core business operating results of the Company;
  • Unrealized (gain) loss on short-term investments held at the reporting date. This is a non-cash item as it relates to the change in the carrying value of our investment in Consensus depending on the share price of Consensus common stock and does not represent recurring core business operating results of the Company;
  • (Gain) loss on investments, net. This item relates to the disposition of the portion of our investment in Consensus. The amount of gain or loss depends on the share price of Consensus common stock and does not represent recurring core business operating results of the Company;
  • (Income) loss from equity method investments, net. This is a non-cash income or expense as it relates to our investment in the OCV Fund. We believe that gains or losses resulting from our equity method investment do not represent recurring core business operating results of the Company;
  • Amortization of patents and intangible assets that we acquired. This is a non-cash expense as it primarily relates to identifiable definite-lived intangible assets of the acquired businesses. We believe that acquired intangible assets represent cost incurred by the acquiree to build value prior to the acquisition and the amortization of this cost does not represent recurring core business operating results of the Company;
  • Goodwill impairment on business. This is a non-cash expense that is recorded when the carrying value of the reporting unit exceeds its fair value and does not represent recurring core business operating results of the Company;
  • Share-based compensation. This is a non-cash expense as it relates to awards granted under the various incentive plans of the Company. We view the economic cost of share-based awards to be the dilution to our share base;
  • 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. These are non-recurring expenses that do not represent recurring core business operating results of the Company;
  • Disposal related costs associated with disposal of certain businesses. These are non-recurring expenses associated with the disposal of certain businesses that do not represent recurring core business operating results of the Company; and
  • Lease asset impairments and other charges. These expenses are incurred in connection with impaired ROU assets of the Company. Associated expenses comprised of insurance, utility, and other charges related to assets that are no longer in use, and partially offset by the sublease income earned. These expenses do not represent recurring core business operating results of the Company.

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 (loss) income to Adjusted EBITDA:

 

 

Three months ended September 30,

 

Nine months ended September 30,

 

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

Net (loss) income

$

(30,971

)

 

$

18,185

 

 

$

(21,919

)

 

$

(3,714

)

Interest expense, net

 

2,817

 

 

 

8,560

 

 

 

17,780

 

 

 

28,419

 

Gain on debt extinguishment, net

 

 

 

 

(10,112

)

 

 

 

 

 

(11,505

)

Unrealized loss (gain) on short-term investments held at the reporting date

 

6,019

 

 

 

(4,201

)

 

 

29,560

 

 

 

14,165

 

(Gain) loss on investments, net

 

 

 

 

(471

)

 

 

(357

)

 

 

47,772

 

Other loss (income), net

 

3,571

 

 

 

(4,218

)

 

 

5,982

 

 

 

(12,962

)

Income tax expense

 

5,335

 

 

 

18,100

 

 

 

11,180

 

 

 

33,231

 

(Income) loss from equity method investment, net

 

(90

)

 

 

3,191

 

 

 

8,165

 

 

 

10,077

 

Depreciation and amortization

 

55,854

 

 

 

55,937

 

 

 

167,333

 

 

 

174,880

 

Share-based compensation

 

6,774

 

 

 

6,386

 

 

 

24,393

 

 

 

20,806

 

Acquisition, integration, and other costs

 

4,457

 

 

 

2,708

 

 

 

11,351

 

 

 

7,673

 

Disposal related costs

 

1,633

 

 

 

24

 

 

 

1,842

 

 

 

1,328

 

Lease asset impairments and other charges

 

1,485

 

 

 

(1,344

)

 

 

2,583

 

 

 

1,400

 

Goodwill impairment on business

 

56,850

 

 

 

27,369

 

 

 

56,850

 

 

 

27,369

 

Adjusted EBITDA

$

113,734

 

 

$

120,114

 

 

$

314,743

 

 

$

338,939

 

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 (Loss) income from operations to Adjusted EBITDA by segment:

 

 

Three months ended September 30, 2023

 

Digital Media

 

Cybersecurity and Martech

 

Corporate

 

Total

Revenues

$

267,934

 

 

$

73,051

 

$

 

 

$

340,985

 

 

 

 

 

 

 

 

 

(Loss) income from operations

$

(12,922

)

 

$

12,527

 

 

$

(12,924

)

 

$

(13,319

)

Depreciation and amortization

 

44,907

 

 

 

10,941

 

 

 

6

 

 

 

55,854

 

Share-based compensation

 

2,579

 

 

 

399

 

 

 

3,796

 

 

 

6,774

 

Acquisition, integration, and other costs

 

4,138

 

 

 

263

 

 

 

56

 

 

 

4,457

 

Disposal related costs

 

452

 

 

 

203

 

 

 

978

 

 

 

1,633

 

Lease asset impairments and other charges

 

1,379

 

 

 

106

 

 

 

 

 

 

1,485

 

Goodwill impairment on a business

 

56,850

 

 

 

 

 

 

 

 

 

56,850

 

Adjusted EBITDA

$

97,383

 

 

$

24,439

 

 

$

(8,088

)

 

$

113,734

 

 

Three months ended September 30, 2022

 

Digital Media

 

Cybersecurity and Martech

 

Corporate

 

Total

Revenues

$

263,683

 

 

$

78,190

 

 

$

 

 

$

341,873

 

 

 

 

 

 

 

 

 

Income (loss) from operations

$

27,106

 

 

$

14,038

 

 

$

(12,110

)

 

$

29,034

 

Depreciation and amortization

 

44,631

 

 

 

11,445

 

 

 

(139

)

 

 

55,937

 

Share-based compensation

 

2,471

 

 

 

1,086

 

 

 

2,829

 

 

 

6,386

 

Acquisition, integration, and other costs

 

1,989

 

 

 

344

 

 

 

375

 

 

 

2,708

 

Disposal related costs

 

 

 

 

 

 

 

24

 

 

 

24

 

Lease asset impairments and other charges

 

(1,233

)

 

 

(111

)

 

 

 

 

 

(1,344

)

Goodwill impairment on a business

 

27,369

 

 

 

 

 

 

 

 

 

27,369

 

Adjusted EBITDA

$

102,333

 

 

$

26,802

 

 

$

(9,021

)

 

$

120,114

 

______________________________________________________

Figures above are net of intercompany costs and revenues.

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 (loss) income to Adjusted net income with adjustments presented on after-tax basis:

 

 

Three months ended September 30,

 

 

2023

 

 

Per diluted share*

 

 

2022

 

 

Per diluted share*

Net (loss) income

$

(30,971

)

 

$

(0.67

)

 

$

18,185

 

 

$

0.39

 

Interest costs

 

336

 

 

 

0.01

 

 

 

81

 

 

 

 

Gain on debt extinguishment, net

 

 

 

 

 

 

 

(7,701

)

 

 

(0.16

)

Loss on sale of business

 

3,433

 

 

 

0.07

 

 

 

 

 

 

 

Unrealized loss on short-term investments held at the reporting date

 

4,465

 

 

 

0.10

 

 

 

8,191

 

 

 

0.17

 

Gain on investments, net

 

 

 

 

 

 

 

(812

)

 

 

(0.02

)

(Income) loss from equity method investment, net

 

(90

)

 

 

 

 

 

3,191

 

 

 

0.07

 

Amortization

 

25,070

 

 

 

0.55

 

 

 

26,012

 

 

 

0.55

 

Share-based compensation

 

6,813

 

 

 

0.15

 

 

 

5,489

 

 

 

0.12

 

Acquisition, integration, and other costs

 

1,334

 

 

 

0.03

 

 

 

2,051

 

 

 

0.04

 

Disposal related costs

 

1,144

 

 

 

0.02

 

 

 

(69

)

 

 

 

Lease asset impairments and other charges

 

689

 

 

 

0.01

 

 

 

(985

)

 

 

(0.02

)

Goodwill impairment on business

 

56,850

 

 

 

1.23

 

 

 

20,636

 

 

 

0.44

 

Adjusted net income

$

69,073

 

 

$

1.50

 

 

$

74,269

 

 

$

1.58

 

 

Nine months ended September 30,

 

 

2023

 

 

Per diluted share*

 

 

2022

 

 

Per diluted share*

Net loss

$

(21,919

)

 

$

(0.47

)

 

$

(3,714

)

 

$

(0.08

)

Interest costs

 

5,901

 

 

 

0.13

 

 

 

254

 

 

 

0.01

 

Gain on debt extinguishment, net

 

 

 

 

 

 

 

(9,094

)

 

 

(0.19

)

Loss on sale of business

 

3,521

 

 

 

0.08

 

 

 

 

 

 

 

Unrealized loss on short-term investments held at the reporting date

 

22,146

 

 

 

0.47

 

 

 

25,513

 

 

 

0.54

 

(Gain) loss on investments, net

 

(268

)

 

 

(0.01

)

 

 

47,299

 

 

 

1.01

 

Loss from equity method investment, net

 

8,540

 

 

 

0.18

 

 

 

10,077

 

 

 

0.21

 

Amortization

 

75,488

 

 

 

1.62

 

 

 

90,474

 

 

 

1.93

 

Share-based compensation

 

20,811

 

 

 

0.44

 

 

 

17,165

 

 

 

0.37

 

Acquisition, integration, and other costs

 

6,487

 

 

 

0.14

 

 

 

5,877

 

 

 

0.13

 

Disposal related costs

 

1,300

 

 

 

0.03

 

 

 

1,054

 

 

 

0.02

 

Lease asset impairment and other charges

 

1,519

 

 

 

0.03

 

 

 

1,081

 

 

 

0.02

 

Goodwill impairment on business

 

56,850

 

 

 

1.22

 

 

 

20,636

 

 

 

0.44

 

Adjusted net income

$

180,376

 

 

$

3.86

 

 

$

206,622

 

 

$

4.41

 

______________________________________________________

* 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 used 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 of the Company.

 

 

Three months ended September 30, 2023

 

GAAP amount

Adjustments

Adjusted non-GAAP amount

 

Interest costs, net

(Gain) loss on debt extinguishment

(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

Goodwill impairment of business

Cost of revenues

$

(55,526

)

$

 

$

$

 

$

 

$

$

 

$

158

 

$

76

$

5

 

$

 

$

 

$

$

(55,287

)

Sales and marketing

$

(125,062

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

323

 

 

1,056

 

 

4

 

 

 

 

 

$

(123,679

)

Research, development, and engineering

$

(17,597

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

840

 

 

227

 

 

3

 

 

 

 

 

$

(16,527

)

General and administrative

$

(99,269

)

 

 

 

 

 

 

 

 

 

 

 

 

 

32,986

 

 

5,535

 

 

3,169

 

 

1,626

 

 

1,485

 

 

 

$

(54,468

)

Goodwill impairment on business

$

(56,850

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

56,850

 

$

 

Interest expense, net

$

(2,817

)

 

388

 

 

 

 

(538

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(2,967

)

Unrealized loss on short-term investments held at period end

$

(6,019

)

 

 

 

 

 

 

 

6,019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

Other (loss) income, net

$

(3,571

)

 

 

 

 

 

5,115

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,544

 

Income tax expense

$

(5,335

)

 

(52

)

 

 

 

(1,144

)

 

(1,554

)

 

 

 

 

 

(8,074

)

 

39

 

 

(3,123

)

 

(489

)

 

(796

)

 

 

$

(20,528

)

Income from equity method investment, net

$

90

 

 

 

 

 

 

 

 

 

 

 

 

(90

)

 

 

 

 

 

 

 

 

 

 

 

 

$

 

Total non-GAAP adjustments

 

$

336

 

$

 

$

3,433

 

$

4,465

 

$

 

$

(90

)

$

25,070

 

$

6,813

 

$

1,334

 

$

1,144

 

$

689

 

$

56,850

 

 

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(UNAUDITED, IN THOUSANDS)

 

 

Three months ended September 30, 2022

 

GAAP amount

Adjustments

Adjusted non-GAAP amount

 

Interest costs, net

(Gain) loss on debt extinguishment

(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

Goodwill impairment of business

Cost of revenues

$

(52,603

)

$

 

$

 

$

$

 

$

 

$

$

242

 

$

63

 

$

65

 

$

 

$

 

$

 

$

(52,233

)

Sales and marketing

$

(119,474

)

 

 

 

 

 

 

 

 

 

 

 

 

 

772

 

 

1,083

 

 

 

 

(962

)

 

 

$

(118,581

)

Research, development, and engineering

$

(17,735

)

 

 

 

 

 

 

 

 

 

 

 

 

 

568

 

 

258

 

 

 

 

 

 

 

$

(16,909

)

General and administrative

$

(95,658

)

 

 

 

 

 

 

 

 

 

 

 

36,415

 

 

4,983

 

 

1,302

 

 

24

 

 

(382

)

 

 

$

(53,316

)

Goodwill impairment on business

$

(27,369

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27,369

 

$

 

Interest expense, net

$

(8,560

)

 

106

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(8,454

)

Gain on debt extinguishment, net

$

10,112

 

 

 

 

(10,211

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(99

)

Gain on investment, net

$

471

 

 

 

 

 

 

 

 

 

(471

)

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

Unrealized gain on short-term investments held at period end

$

4,201

 

 

 

 

 

 

 

(4,201

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

Other income, net

$

4,218

 

 

 

 

 

 

 

 

 

(450

)

 

 

 

 

 

 

 

 

(111

)

 

 

 

 

$

3,657

 

Income tax expense

$

(18,100

)

 

(25

)

 

2,510

 

 

 

12,392

 

 

109

 

 

 

(10,645

)

 

(897

)

 

(657

)

 

18

 

 

359

 

 

(6,733

)

$

(21,669

)

Loss from equity method investment, net

$

(3,191

)

 

 

 

 

 

 

 

 

 

 

3,191

 

 

 

 

 

 

 

 

 

 

 

 

$

 

Total non-GAAP adjustments

 

$

81

 

$

(7,701

)

$

$

8,191

 

$

(812

)

$

3,191

$

26,012

 

$

5,489

 

$

2,051

 

$

(69

)

$

(985

)

$

20,636

 

 

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(UNAUDITED, IN THOUSANDS)

 

 

Nine months ended September 30, 2023

 

GAAP amount

Adjustments

Adjusted non-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

Goodwill impairment of business

Cost of revenues

$

(148,677

)

$

 

$

 

$

 

$

 

$

 

$

543

 

$

246

 

$

191

 

$

 

$

 

$

$

(147,697

)

Sales and marketing

$

(360,916

)

 

 

 

 

 

 

 

 

 

 

 

 

 

2,285

 

 

3,128

 

 

4

 

 

 

 

$

(355,499

)

Research, development, and engineering

$

(53,328

)

 

 

 

 

 

 

 

 

 

 

 

 

 

2,581

 

 

535

 

 

3

 

 

 

 

$

(50,209

)

General and administrative

$

(302,481

)

 

 

 

 

 

 

 

 

 

(1,500

)

 

100,037

 

 

19,281

 

 

7,497

 

 

1,835

 

 

2,583

 

 

$

(172,748

)

Goodwill impairment on business

$

(56,850

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

56,850

$

 

Interest expense, net

$

(17,780

)

 

7,808

 

 

(538

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(10,510

)

Gain on investment, net

$

357

 

 

 

 

 

 

 

 

(357

)

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

Unrealized loss on short-term investments held at period end

$

(29,560

)

 

 

 

 

 

29,560

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

Other loss, net

$

(5,982

)

 

 

 

5,233

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(749

)

Income tax expense

$

(11,180

)

 

(1,907

)

 

(1,174

)

 

(7,414

)

 

89

 

 

375

 

 

(25,092

)

 

(3,582

)

 

(4,864

)

 

(542

)

 

(1,064

)

 

$

(56,355

)

Loss from equity method investment, net

$

(9,665

)

 

 

 

 

 

 

 

 

 

9,665

 

 

 

 

 

 

 

 

 

 

 

 

$

 

Total non-GAAP adjustments

 

$

5,901

 

$

3,521

 

$

22,146

 

$

(268

)

$

8,540

 

$

75,488

 

$

20,811

 

$

6,487

 

$

1,300

 

$

1,519

 

$

56,850

 

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(UNAUDITED, IN THOUSANDS)

 

 

Nine months ended September 30, 2022

 

GAAP amount

Adjustments

Adjusted non-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

Goodwill impairment of business

Cost of revenues

$

(144,707

)

$

 

$

 

$

$

 

$

$

779

 

$

289

 

$

119

 

$

 

$

 

$

 

$

(143,520

)

Sales and marketing

$

(361,013

)

 

 

 

 

 

 

 

 

 

 

 

2,447

 

 

2,468

 

 

 

 

 

 

 

$

(356,098

)

Research, development, and engineering

$

(55,883

)

 

 

 

 

 

 

 

 

 

 

 

2,048

 

 

671

 

 

 

 

 

 

 

$

(53,164

)

General and administrative

$

(299,842

)

 

 

 

 

 

 

 

 

 

119,281

 

 

16,022

 

 

4,415

 

 

1,328

 

 

1,400

 

 

 

$

(157,396

)

Goodwill impairment on business

$

(27,369

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27,369

 

$

 

Interest expense, net

$

(28,419

)

 

337

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(28,082

)

Gain on debt extinguishment, net

$

11,505

 

 

 

 

(12,060

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(555

)

Loss on investment, net

$

(47,772

)

 

 

 

 

 

 

47,772

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

Unrealized loss on short-term investments held at period end

$

(14,165

)

 

 

 

 

 

14,165

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

Other income, net

$

12,962

 

 

 

 

 

 

 

(624

)

 

 

 

 

 

 

 

 

(111

)

 

 

 

 

$

12,227

 

Income tax expense

$

(33,231

)

 

(83

)

 

2,966

 

 

11,348

 

151

 

 

 

(29,586

)

 

(3,641

)

 

(1,796

)

 

(163

)

 

(319

)

 

(6,733

)

$

(61,087

)

Loss from equity method investment, net

$

(10,077

)

 

 

 

 

 

 

 

 

10,077

 

 

 

 

 

 

 

 

 

 

 

 

$

 

Total non-GAAP adjustments

 

$

254

 

$

(9,094

)

$

25,513

$

47,299

 

$

10,077

$

90,474

 

$

17,165

 

$

5,877

 

$

1,054

 

$

1,081

 

$

20,636

 

 

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

 

 

$

72,808

 

 

$

 

 

$

227,843

 

Less: Purchases of property and equipment

 

(30,017

)

 

 

(25,233

)

 

 

(27,226

)

 

 

 

 

 

(82,476

)

Free cash flow

$

85,290

 

 

$

14,495

 

 

$

45,582

 

 

$

 

 

$

145,367

 

 

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

 

 

Alan Steier Investor Relations Ziff Davis, Inc. investor@ziffdavis.com

Rebecca Wright Corporate Communications Ziff Davis, Inc. press@ziffdavis.com

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