Ziff Davis, Inc. (NASDAQ: ZD) (“Ziff Davis” or “the Company”)
today reported unaudited financial results for the fourth quarter
and year ended December 31, 2023.
“We have a positive and encouraging outlook on 2024 that
reflects a return to healthy growth rates at the company,” said
Vivek Shah, Chief Executive Officer of Ziff Davis. “At the same
time, we are well-positioned to act with conviction and
decisiveness in the M&A market to further grow our
business."
FOURTH QUARTER 2023 RESULTS
- Q4 2023 quarterly revenues decreased 1.7% to $389.9 million
compared to $396.7 million for Q4 2022.
- Income from operations decreased 13.6% to $80.7 million
compared to $93.5 million for Q4 2022.
- Net income from continuing operations(1) decreased 8.3% to
$63.4 million compared to $69.2 million for Q4 2022.
- Net income(1) decreased 6.1% to $63.4 million compared to $67.5
million for Q4 2022.
- Net income per diluted share from continuing operations(1)
decreased 5.8% to $1.29 in Q4 2023 compared to $1.37 for Q4
2022.
- Adjusted EBITDA(2) for the quarter decreased 0.4% to $167.6
million compared to $168.3 million for Q4 2022.
- Adjusted net income from continuing operations(2) increased
1.0% to $107.0 million compared to $106.0 million for Q4 2022.
- Adjusted net income per diluted share from continuing
operations(1)(2) (or “Adjusted diluted EPS”) for the quarter
increased 3.1% to $2.33 compared to $2.26 for Q4 2022.
- Net cash provided by operating activities from continuing and
discontinued operations was $92.1 million in Q4 2023 compared to
$43.2 million in Q4 2022. Free cash flow(2) was $65.9 million in Q4
2023 compared to $17.8 million in Q4 2022.
- Ziff Davis ended the quarter with approximately $905.6 million
in cash, cash equivalents, and investments. No funds were deployed
in Q4 2023 for current year acquisitions.
FULL YEAR 2023 RESULTS
- 2023 yearly revenues decreased 1.9% to $1.36 billion compared
to $1.39 billion for 2022.
- Income from operations decreased 33.3% to $132.6 million
compared to $198.9 million for 2022 partially due to the
recognition of a $56.9 million goodwill impairment during 2023,
which exceeded the recognition of a $27.4 million goodwill
impairment during 2022.
- Net income from continuing operations(1) decreased 36.6% to
$41.5 million compared to $65.5 million for 2022 primarily due to
the recognition of a $56.9 million goodwill impairment during 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
2022.
- Net income(1) decreased 35.0% to $41.5 million compared to
$63.8 million for 2022.
- Net income per diluted share from continuing operations(1)
decreased 36.0% to $0.89 in 2023 compared to $1.39 for 2022.
- Adjusted EBITDA(2) for the year decreased 4.9% to $482.3
million compared to $507.2 million for 2022.
- Adjusted net income from continuing operations(2) decreased
8.1% to $287.4 million compared to $312.6 million for 2022.
- Adjusted diluted EPS(1)(2) for the year decreased 6.9% to $6.19
compared to $6.65 for 2022.
- Net cash provided by operating activities was $320.0 million in
2023 compared to $336.4 million in 2022. Free cash flow(2) was
$211.2 million in 2023 compared to $230.3 million in 2022.
- Ziff Davis deployed approximately $108.5 million related to
share repurchases in 2023.
The following table reflects results for the three month and
year ended December 31, 2023 and 2022, respectively (in millions,
except per share amounts).
(Unaudited)
Three months ended December
31,
% Change
Year ended
December 31,
% Change
2023
2022
2023
2022
Revenues
Digital Media
$317.9
$321.7
(1.2)%
$1,072.8
$1,078.4
(0.5)%
Cybersecurity and Martech
$72.0
$75.0
(4.0)%
$291.2
$312.6
(6.8)%
Total revenues(3)
$389.9
$396.7
(1.7)%
$1,364.0
$1,391.0
(1.9)%
Income from operations
$80.7
$93.5
(13.6)%
$132.6
$198.9
(33.3)%
Operating income margin
20.7%
23.6%
(2.9)%
9.7%
14.3%
(4.6)%
Net income from continuing
operations
$63.4
$69.2
(8.3)%
$41.5
$65.5
(36.6)%
Net income
$63.4
$67.5
(6.1)%
$41.5
$63.8
(35.0)%
Net income per diluted share from
continuing operations(1)
$1.29
$1.37
(5.8)%
$0.89
$1.39
(36.0)%
Adjusted EBITDA(2)
$167.6
$168.3
(0.4)%
$482.3
$507.2
(4.9)%
Adjusted EBITDA margin(2)
43.0%
42.4%
0.6%
35.4%
36.5%
(1.1)%
Adjusted net income from continuing
operations(2)
$107.0
$106.0
1.0%
$287.4
$312.6
(8.1)%
Adjusted diluted EPS from continuing
operations(1)(2)
$2.33
$2.26
3.1%
$6.19
$6.65
(6.9)%
Net cash provided by operating
activities from continuing and discontinued operations
$92.1
$43.2
n/m
$320.0
$336.4
(4.9)%
Free cash flow from continuing and
discontinued operations(2)
$65.9
$17.8
n/m
$211.2
$230.3
(8.3)%
Notes:
(1)
GAAP effective tax rates were
approximately 17.0% and 27.0% for the three months ended December
31, 2023 and 2022, respectively, and 32.2% and 44.2% for the year
ended December 31, 2023 and 2022, respectively. Adjusted effective
tax rates were approximately 22.5% and 23.2% for the three months
ended December 31, 2023 and 2022, respectively, and 23.3% and 22.9%
for the year ended December 31, 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’s full year 2024 outlook is as follows (in millions,
except per share data):
2023 Actual
2024 Range of
Estimates
Growth
(unaudited)
Low
High
Low
High
Revenue
$
1,364.0
$
1,411.0
$
1,471.0
3.4
%
7.8
%
Adjusted EBITDA
$
482.3
$
500.0
$
521.0
3.7
%
8.0
%
Adjusted diluted EPS*
$
6.19
$
6.43
$
6.77
3.9
%
9.4
%
* Adjusted diluted EPS for 2024 excludes
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 2024 will be
between 23.25% and 25.25%.
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 fourth quarter and year-end 2023 financial results
on Thursday, February 22, 2024, 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 2024 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, licensing, and subscription 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; the Company’s ability to create compelling content; our
reliance on third-party platforms; the threat of content piracy and
developments related to artificial intelligence; increased
competition and rapid technological changes; 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 our most recent Annual
Report on Form 10-K 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 2024 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)
December 31,
2023
2022
ASSETS
Cash and cash equivalents
$
737,612
$
652,793
Short-term investments
27,109
58,421
Accounts receivable, net of allowances of
$6,871 and $6,868, respectively
337,703
304,739
Prepaid expenses and other current
assets
88,570
68,319
Total current assets
1,190,994
1,084,272
Long-term investments
140,906
127,871
Property and equipment, net of accumulated
depreciation of $327,015 and $255,586, respectively
188,169
178,184
Intangible assets, net
325,406
462,815
Goodwill
1,546,065
1,591,474
Deferred income taxes
8,731
8,523
Other assets
70,751
80,131
TOTAL ASSETS
$
3,471,022
$
3,533,270
LIABILITIES AND STOCKHOLDERS’
EQUITY
Accounts payable
$
123,256
$
120,829
Accrued employee related costs
50,068
42,178
Other accrued liabilities
43,612
39,539
Income taxes payable, current
14,458
19,712
Deferred revenue, current
184,549
187,904
Other current liabilities
15,890
22,286
Total current liabilities
431,833
432,448
Long-term debt
1,001,312
999,053
Deferred revenue, noncurrent
8,169
9,103
Deferred income taxes
45,503
79,007
Income taxes payable, noncurrent
8,486
11,675
Other long-term liabilities
82,721
109,373
TOTAL LIABILITIES
1,578,024
1,640,659
Common stock
461
473
Additional paid-in capital
472,201
439,681
Retained earnings
1,491,956
1,537,830
Accumulated other comprehensive loss
(71,620
)
(85,373
)
TOTAL STOCKHOLDERS’ EQUITY
1,892,998
1,892,611
TOTAL LIABILITIES AND STOCKHOLDERS’
EQUITY
$
3,471,022
$
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 December
31,
Year ended December
31,
2023
2022
2023
2022
Total revenues
$
389,885
$
396,700
$
1,364,028
$
1,390,997
Operating costs and expenses:
Direct costs
48,615
50,847
197,292
195,554
Sales and marketing
126,449
129,764
487,365
490,777
Research, development, and engineering
15,532
18,210
68,860
74,093
General, administrative, and other related
costs
118,569
104,421
421,050
404,263
Goodwill impairment on business
—
—
56,850
27,369
Total operating costs and expenses
309,165
303,242
1,231,417
1,192,056
Income from operations
80,720
93,458
132,611
198,941
Interest expense, net
(2,251
)
(5,423
)
(20,031
)
(33,842
)
Gain on debt extinguishment, net
—
—
—
11,505
Gain (loss) on investments, net
—
1,029
357
(46,743
)
Unrealized gain (loss) on short-term
investments held at the reporting date, net
1,065
7,020
(28,495
)
(7,145
)
Other (loss) income, net
(3,486
)
(4,525
)
(9,468
)
8,437
Income from continuing operations before
income taxes and income (loss) from equity method investment,
net
76,048
91,559
74,974
131,153
Income tax expense
(12,962
)
(24,726
)
(24,142
)
(57,957
)
Income (loss) from equity method
investment, net of income taxes
336
2,347
(9,329
)
(7,730
)
Net income from continuing operations
63,422
69,180
41,503
65,466
Loss from discontinued operations, net of
income taxes
—
(1,709
)
—
(1,709
)
Net income
$
63,422
$
67,471
$
41,503
$
63,757
Net income per common share from
continuing operations:
Basic
$
1.39
$
1.47
$
0.89
$
1.39
Diluted
$
1.29
$
1.37
$
0.89
$
1.39
Net loss per common share from
discontinued operations:
Basic
$
—
$
(0.04
)
$
—
$
(0.04
)
Diluted
$
—
$
(0.03
)
$
—
$
(0.04
)
Net income per common share:
Basic
$
1.39
$
1.44
$
0.89
$
1.36
Diluted
$
1.29
$
1.34
$
0.89
$
1.36
Weighted average shares outstanding:
Basic
45,772,689
46,915,647
46,400,941
46,954,558
Diluted
50,985,086
52,114,995
46,464,261
47,025,849
ZIFF DAVIS, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(UNAUDITED, IN
THOUSANDS)
Year ended December
31,
2023
2022
Cash flows from operating activities:
Net income
$
41,503
$
63,757
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization
236,966
233,400
Non-cash operating lease costs
11,141
13,412
Share-based compensation
31,920
26,601
Provision for credit losses (benefit) on
accounts receivable
2,809
(255
)
Deferred income taxes, net
(30,017
)
(12,991
)
Gain on extinguishment of debt, net
—
(11,505
)
Goodwill impairment on business
56,850
27,369
Changes in fair value of contingent
consideration
(200
)
(2,575
)
Loss from equity method investments
9,329
7,730
Unrealized loss on short-term investments
held at the reporting date
28,495
7,145
(Gain) loss on investment, net
(357
)
46,743
Other
5,159
3,637
Decrease (increase) in:
Accounts receivable
(35,371
)
14,948
Prepaid expenses and other current
assets
(8,700
)
9,665
Other assets
(5,574
)
(16,240
)
Increase (decrease) in:
Accounts payable
9,419
(20,246
)
Deferred revenue
(6,802
)
(20,962
)
Accrued liabilities and other current
liabilities
(26,608
)
(33,189
)
Net cash provided by operating
activities
319,962
336,444
Cash flows from investing activities:
Purchases of property and equipment
(108,729
)
(106,154
)
Acquisition of businesses, net of cash
received
(9,492
)
(104,094
)
Investment in available-for-sale
securities
—
(15,000
)
Purchase of equity investments
(11,858
)
—
Proceeds from sale of equity
investments
3,174
4,527
Other
(503
)
(50
)
Net cash used in investing activities
(127,408
)
(220,771
)
Cash flows from financing activities:
Payment of debt
—
(166,904
)
Proceeds from term loan
—
112,286
Debt extinguishment costs
—
(756
)
Repurchase of common stock
(108,527
)
(78,291
)
Issuance of common stock under employee
stock purchase plan
8,727
9,431
Proceeds from exercise of stock
options
—
148
Deferred payments for acquisitions
(15,241
)
(16,116
)
Other
250
(630
)
Net cash used in financing activities
(114,791
)
(140,832
)
Effect of exchange rate changes on cash
and cash equivalents
7,056
(16,890
)
Net change in cash and cash
equivalents
84,819
(42,049
)
Cash and cash equivalents at beginning of
year
652,793
694,842
Cash and cash equivalents at end of
year
$
737,612
$
652,793
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) or Adjusted net income (loss)
from continuing operations, Adjusted net income (loss) per diluted
share or Adjusted net income (loss) per diluted share from
continuing operations, 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, limiting their usefulness for comparison
purposes. 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. We believe that 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) or Net
income (loss) from continuing operations 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, net. 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 core business operating results of the Company;
- (Gain) loss on investments, net. This item relates to the
disposition of a 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 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 core business operating
results of the Company;
- Depreciation and amortization. This is a non-cash expense as 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 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 expenses do
not represent core business operating results of the Company;
- Disposal related costs associated with disposal of certain
businesses. These are expenses associated with the disposal of
certain businesses that do not represent 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 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 core business
operating results of the Company.
Adjusted EBITDA margin is calculated by dividing Adjusted
EBITDA by Total revenues.
Adjusted net income (loss) or Adjusted net income
(loss) from continuing operations is defined as Net income
(loss) or Net income (loss) from continuing operations 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 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, net. 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 core business operating results of the Company;
- (Gain) loss on investments, net. This item relates to the
disposition of a 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 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 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 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 expenses do not represent
core business operating results of the Company;
- Disposal related costs associated with disposal of certain
businesses. These are expenses associated with the disposal of
certain businesses that do not represent core business operating
results of the Company;
- Lease asset impairments and other charges. These are expenses
incurred in connection with impaired 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 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 core business
operating results of the Company.
Adjusted net income (loss) per diluted share or
Adjusted net income (loss) per diluted share from continuing
operations is calculated by dividing Adjusted net income (loss)
or Adjusted net income (loss) from continuing operations 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 from continuing operations to Adjusted
EBITDA:
Three months ended December
31,
Year ended December
31,
2023
2022
2023
2022
Net income from continuing operations
$
63,422
$
69,180
$
41,503
$
65,466
Interest expense, net
2,251
5,423
20,031
33,842
Gain on debt extinguishment, net
—
—
—
(11,505
)
Unrealized (gain) loss on short-term
investments held at the reporting date, net
(1,065
)
(7,020
)
28,495
7,145
(Gain) loss on investments, net
—
(1,029
)
(357
)
46,743
Other loss (income), net
3,486
4,525
9,468
(8,437
)
Income tax expense
12,962
24,726
24,142
57,957
(Income) loss from equity method
investment, net
(336
)
(2,347
)
7,829
7,730
Depreciation and amortization
69,633
58,520
236,966
233,400
Share-based compensation
7,527
5,795
31,920
26,601
Acquisition, integration, and other
costs
9,649
9,753
21,000
17,426
Disposal related costs
375
—
2,217
1,328
Lease asset impairments and other
charges
(338
)
778
2,245
2,178
Goodwill impairment on business
—
—
56,850
27,369
Adjusted EBITDA
$
167,566
$
168,304
$
482,309
$
507,243
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 December
31, 2023
Digital
Media
Cybersecurity and
Martech
Corporate
Total
Revenues
$
317,939
$
71,946
$
—
$
389,885
Income (loss) from operations
$
88,709
$
5,430
$
(13,419
)
$
80,720
Depreciation and amortization
51,168
18,457
8
69,633
Share-based compensation
2,661
932
3,934
7,527
Acquisition, integration, and other
costs
9,220
420
9
9,649
Disposal related costs
251
—
124
375
Lease asset impairments and other
charges
(544
)
206
—
(338
)
Adjusted EBITDA
$
151,465
$
25,445
$
(9,344
)
$
167,566
Three months ended December
31, 2022
Digital
Media
Cybersecurity and
Martech
Corporate
Total
Revenues
$
321,670
$
75,030
$
—
$
396,700
Income (loss) from operations
$
95,015
$
11,554
$
(13,111
)
$
93,458
Depreciation and amortization
46,361
12,149
10
58,520
Share-based compensation
2,225
563
3,007
5,795
Acquisition, integration, and other
costs
7,784
1,179
790
9,753
Lease asset impairments and other
charges
791
(13
)
—
778
Adjusted EBITDA
$
152,176
$
25,432
$
(9,304
)
$
168,304
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)
Year ended December 31,
2023
Digital
Media
Cybersecurity and
Martech
Corporate
Total
Revenues
$
1,072,819
$
291,209
$
—
$
1,364,028
Income (loss) from operations
$
140,839
$
43,210
$
(51,438
)
$
132,611
Income from equity method investment,
net
—
—
(1,500
)
(1,500
)
Depreciation and amortization
184,320
52,618
28
236,966
Share-based compensation
12,680
4,186
15,054
31,920
Acquisition, integration, and other
costs
19,913
887
200
21,000
Disposal related costs
704
202
1,311
2,217
Lease asset impairments and other
charges
1,774
471
—
2,245
Goodwill impairment on a business
56,850
—
—
56,850
Adjusted EBITDA
$
417,080
$
101,574
$
(36,345
)
$
482,309
Year ended December 31,
2022
Digital
Media
Cybersecurity and
Martech
Corporate
Total
Revenues
$
1,078,391
$
312,606
$
—
$
1,390,997
Income (loss) from operations
$
198,171
$
50,960
$
(50,190
)
$
198,941
Depreciation and amortization
184,658
48,714
28
233,400
Share-based compensation
10,433
4,280
11,888
26,601
Acquisition, integration, and other
costs
14,121
2,111
1,194
17,426
Disposal related costs
11
—
1,317
1,328
Lease asset impairments and other
charges
1,631
547
—
2,178
Goodwill impairment on a business
27,369
—
—
27,369
Adjusted EBITDA
$
436,394
$
106,612
$
(35,763
)
$
507,243
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 tables set forth a
reconciliation of Net income from continuing operations to Adjusted
net income from continuing operations with adjustments presented on
after-tax basis:
Three months ended December
31,
2023
Per diluted share*
2022
Per diluted share*
Net income from continuing
operations
$
63,422
$
1.29
$
69,180
$
1.37
Interest costs, net
(20
)
—
120
—
Loss on sale of business
276
0.01
—
—
Unrealized gain on short-term investments
held at the reporting date, net
(775
)
(0.02
)
(2,839
)
(0.06
)
Gain on investments, net
—
—
(1,024
)
(0.02
)
Income from equity method investment,
net
(336
)
(0.01
)
(2,347
)
(0.05
)
Amortization
31,105
0.68
28,696
0.61
Share-based compensation
6,289
0.14
6,044
0.13
Acquisition, integration, and other
costs
7,011
0.15
7,401
0.16
Disposal related costs
238
0.01
395
0.01
Lease asset impairments and other
charges
(224
)
—
559
0.01
Goodwill impairment on business
—
—
(222
)
—
Dilutive effect of the convertible
debt
—
0.08
—
0.10
Adjusted net income from continuing
operations
$
106,986
$
2.33
$
105,963
$
2.26
Year ended December
31,
2023
Per diluted share*
2022
Per diluted share*
Net income from continuing
operations
$
41,503
$
0.89
$
65,466
$
1.39
Interest costs, net
5,881
0.13
374
0.01
Gain on debt extinguishment, net
—
—
(9,094
)
(0.19
)
Loss on sale of business
3,797
0.08
—
—
Unrealized loss on short-term investments
held at the reporting date, net
21,371
0.46
22,674
0.48
(Gain) loss on investments, net
(268
)
(0.01
)
46,275
0.99
Loss from equity method investment,
net
8,204
0.18
7,730
0.16
Amortization
106,593
2.30
119,170
2.53
Share-based compensation
27,100
0.58
23,209
0.49
Acquisition, integration, and other
costs
13,498
0.29
13,278
0.28
Disposal related costs
1,538
0.03
1,449
0.03
Lease asset impairment and other
charges
1,295
0.04
1,640
0.03
Goodwill impairment on business
56,850
1.22
20,414
0.43
Dilutive effect of the convertible
debt
—
—
—
0.02
Adjusted net income from continuing
operations
$
287,362
$
6.19
$
312,585
$
6.65
* The reconciliation of Net income from continuing
operations per diluted share to Adjusted net income from continuing
operations 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 December
31, 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, 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
Direct costs
$
(48,615
)
$
—
$
—
$
—
$
—
$
124
$
15
$
2,561
$
—
$
—
$
(45,915
)
Sales and marketing
$
(126,449
)
—
—
—
—
—
392
1,668
—
—
$
(124,389
)
Research, development, and engineering
$
(15,532
)
—
—
—
—
—
660
177
—
—
$
(14,695
)
General, administrative, and other related
costs
$
(118,569
)
—
—
—
—
44,867
6,460
5,243
375
(338
)
$
(61,962
)
Interest expense, net
$
(2,251
)
(11
)
—
—
—
—
—
—
—
—
$
(2,262
)
Unrealized gain on short-term investments
held at period end, net
$
1,065
—
—
(1,065
)
—
—
—
—
—
—
$
—
Other loss, net
$
(3,486
)
—
422
—
—
—
—
459
—
—
$
(2,605
)
Income tax expense
$
(12,962
)
(9
)
(146
)
290
—
(13,886
)
(1,238
)
(3,097
)
(137
)
114
$
(31,071
)
Income from equity method investment,
net
$
336
—
—
—
(336
)
—
—
—
—
—
$
—
Total non-GAAP adjustments
$
(20
)
$
276
$
(775
)
$
(336
)
$
31,105
$
6,289
$
7,011
$
238
$
(224
)
ZIFF DAVIS, INC. AND
SUBSIDIARIES
RECONCILIATION OF GAAP TO
NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN
THOUSANDS)
Three months ended December
31, 2022
GAAP amount
Adjustments
Interest costs, net
Unrealized (gain) loss on
short-term investments held at the reporting date, net
(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
Adjusted non-GAAP
amount
Direct costs
$
(50,847
)
$
—
$
—
$
—
$
—
$
221
$
52
$
245
$
—
$
—
$
—
$
(50,329
)
Sales and marketing
$
(129,764
)
—
—
—
—
—
636
3,825
—
—
—
$
(125,303
)
Research, development, and engineering
$
(18,210
)
—
—
—
—
—
455
528
—
—
—
$
(17,227
)
General, administrative, and other related
costs
$
(104,421
)
—
—
—
—
37,641
4,652
5,155
—
778
—
$
(56,195
)
Interest expense, net
$
(5,423
)
96
—
—
—
—
—
—
—
—
—
$
(5,327
)
Gain on investment, net
$
1,029
—
—
(1,029
)
—
—
—
—
—
—
—
$
—
Unrealized gain on short-term investments
held at period end, net
$
7,020
—
(7,020
)
—
—
—
—
—
—
—
—
$
—
Other loss, net
$
(4,525
)
—
—
—
—
—
—
(195
)
314
—
—
$
(4,406
)
Income tax expense
$
(24,726
)
24
4,181
5
—
(9,166
)
249
(2,157
)
81
(219
)
(222
)
$
(31,950
)
Income from equity method investment,
net
$
2,347
—
—
—
(2,347
)
—
—
—
—
—
—
$
—
Total non-GAAP adjustments
$
120
$
(2,839
)
$
(1,024
)
$
(2,347
)
$
28,696
$
6,044
$
7,401
$
395
$
559
$
(222
)
ZIFF DAVIS, INC. AND
SUBSIDIARIES
RECONCILIATION OF GAAP TO
NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN
THOUSANDS)
Year ended December 31,
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, net
(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
Direct costs
$
(197,292
)
$
—
$
—
$
—
$
—
$
—
$
667
$
262
$
2,752
$
—
$
—
$
—
$
(193,611
)
Sales and marketing
$
(487,365
)
—
—
—
—
—
—
2,686
4,796
4
—
—
$
(479,879
)
Research, development, and engineering
$
(68,860
)
—
—
—
—
—
—
3,245
712
3
—
—
$
(64,900
)
General, administrative, and other related
costs
$
(421,050
)
—
—
—
—
(1,500
)
144,904
25,727
12,740
2,210
2,245
—
$
(234,724
)
Goodwill impairment on business
$
(56,850
)
—
—
—
—
—
—
—
—
—
—
56,850
$
—
Interest expense, net
$
(20,031
)
7,797
(538
)
—
—
—
—
—
—
—
—
—
$
(12,772
)
Gain on investment, net
$
357
—
—
—
(357
)
—
—
—
—
—
—
—
$
—
Unrealized loss on short-term investments
held at period end, net
$
(28,495
)
—
—
28,495
—
—
—
—
—
—
—
—
$
—
Other loss, net
$
(9,468
)
—
5,655
—
—
—
—
—
459
—
—
—
$
(3,354
)
Income tax expense
$
(24,142
)
(1,916
)
(1,320
)
(7,124
)
89
375
(38,978
)
(4,820
)
(7,961
)
(679
)
(950
)
—
$
(87,426
)
Loss from equity method investment,
net
$
(9,329
)
—
—
—
—
9,329
—
—
—
—
—
—
$
—
Total non-GAAP adjustments
$
5,881
$
3,797
$
21,371
$
(268
)
$
8,204
$
106,593
$
27,100
$
13,498
$
1,538
$
1,295
$
56,850
ZIFF DAVIS, INC. AND
SUBSIDIARIES
RECONCILIATION OF GAAP TO
NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN
THOUSANDS)
Year ended December 31,
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, net
(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
Direct costs
$
(195,554
)
$
—
$
—
$
—
$
—
$
—
$
1,000
$
341
$
364
$
—
$
—
$
—
$
(193,849
)
Sales and marketing
$
(490,777
)
—
—
—
—
—
—
3,083
6,293
—
—
—
$
(481,401
)
Research, development, and engineering
$
(74,093
)
—
—
—
—
—
—
2,503
1,199
—
—
—
$
(70,391
)
General, administrative, and other related
costs
$
(404,263
)
—
—
—
—
—
156,922
20,674
9,570
1,328
2,178
—
$
(213,591
)
Goodwill impairment on business
$
(27,369
)
—
—
—
—
—
—
—
—
—
—
27,369
$
—
Interest expense, net
$
(33,842
)
433
—
—
—
—
—
—
—
—
—
—
$
(33,409
)
Gain on debt extinguishment, net
$
11,505
—
(12,060
)
—
—
—
—
—
—
—
—
—
$
(555
)
Loss on investment, net
$
(46,743
)
—
—
—
46,743
—
—
—
—
—
—
—
$
—
Unrealized loss on short-term investments
held at period end, net
$
(7,145
)
—
—
7,145
—
—
—
—
—
—
—
—
$
—
Other income, net
$
8,437
—
—
—
(624
)
—
—
—
(195
)
203
—
—
$
7,821
Income tax expense
$
(57,957
)
(59
)
2,966
15,529
156
—
(38,752
)
(3,392
)
(3,953
)
(82
)
(538
)
(6,955
)
$
(93,037
)
Loss from equity method investment,
net
$
(7,730
)
—
—
—
—
7,730
—
—
—
—
—
—
$
—
Total non-GAAP adjustments
$
374
$
(9,094
)
$
22,674
$
46,275
$
7,730
$
119,170
$
23,209
$
13,278
$
1,449
$
1,640
$
20,414
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
$
92,119
$
319,962
Less: Purchases of property and
equipment
(30,017
)
(25,233
)
(27,226
)
(26,253
)
(108,729
)
Free cash flow
$
85,290
$
14,495
$
45,582
$
65,866
$
211,233
2022
Q1
Q2
Q3
Q4
YTD
Net cash provided by operating activities
from continuing and discontinued operations
$
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 from continuing and
discontinued operations
$
86,009
$
52,599
$
73,844
$
17,838
$
230,290
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240221537366/en/
Alan Steier Investor Relations Ziff Davis, Inc.
investor@ziffdavis.com
Rebecca Wright Corporate Communications Ziff Davis, Inc.
press@ziffdavis.com
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