UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING | ||||||||
SEC FILE NUMBER 000-25965 | ||||||||
CUSIP NUMBER 48123V102 |
(Check one): | ⌧ Form 10-K | □ Form 20-F | □ Form 11-K | □ Form 10-Q | □ Form 10-D | ||||||||||||||||||
□ Form N-SAR | □ Form N-CSR | ||||||||||||||||||||||
For Period Ended: | December 31, 2021 | ||||||||||||||||||||||
□ Transition Report on Form 10-K | |||||||||||||||||||||||
□ Transition Report on Form 20-F | |||||||||||||||||||||||
□ Transition Report on Form 11-K | |||||||||||||||||||||||
□ Transition Report on Form 10-Q | |||||||||||||||||||||||
□ Transition Report on Form N-SAR | |||||||||||||||||||||||
For the Transition Period Ended: | |||||||||||||||||||||||
Read Instructions (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
Ziff Davis, Inc. | ||
Full Name of Registrant | ||
J2 Global, Inc. | ||
Former Name if Applicable | ||
114 5th Avenue, 15th Floor | ||
Address of Principal Executive Office (Street and Number) | ||
New York, New York 10011 | ||
City, State and Zip Code |
(a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense | |||||||
⌧ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | ||||||
(c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
SEC 1344 (04-09) | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
(1) | Name and telephone number of person to contact in regard to this notification | ||||||||||||||||
Jeremy Rossen | 212 | 503-3500 | |||||||||||||||
(Name) | (Area Code) | (Telephone Number) | |||||||||||||||
(2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | ||||||||||||||||
⌧ Yes □ No | |||||||||||||||||
(3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?(1) | ||||||||||||||||
⌧ Yes □ No | |||||||||||||||||
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | |||||||||||||||||
The 2021 Form 10-K and the results of operations reported on therein will reflect the Spin-Off of Consensus by the Company as of October 7, 2021. On February 14, 2022, the Company reported its preliminary unaudited financial results for the year ended December 31, 2021. Among other things, the Company reported GAAP net income from continuing operations of $387.5 million for the year ended December 31, 2021 compared to $27.4 million for the year ended December 31, 2020; the increase was primarily due to an unrealized gain on investment of $290 million to record the Company's investment in Consensus. The Company also reported total revenues from continuing operations of $1,416.7 million for the year ended December 31, 2021 compared to $1,158.8 million for the year ended December 31, 2020. These 2020 and 2021 results are preliminary, unaudited, and subject to adjustments. In particular, due to the complexity of the Spin-Off and the related transactions (including the Company's debt-for-debt exchange), the presentation of the transaction's impact on the Company's financial statements (including the size of the gain associated with the retention of the 19.9% stake in Consensus) is still being finalized. Any change to the impact of the unrealized gain on investment of $290 million associated with the retention of the 19.9% stake in Consensus could be material to the Company's GAAP net income from continuing operations. As a result of the foregoing, the information provided herein is subject to change. |
Date: | March 1, 2022 | By: | /s/ Jeremy Rossen | |||||||||||
Jeremy Rossen Executive Vice President, General Counsel |
ATTENTION | ||||||||
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |