EX-99.1 2 zd20230630pressrelease.htm EX-99.1 Document
Exhibit 99.1
Ziff Davis Reports Second Quarter 2023 Financial Results and
Reaffirms 2023 Guidance

NEW YORK, NY -- Ziff Davis, Inc. (NASDAQ: ZD) (“Ziff Davis” or “the Company”) today reported unaudited financial results for the second quarter ended June 30, 2023.

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

SECOND QUARTER 2023 RESULTS

Q2 2023 quarterly revenues decreased 3.4% to $326.0 million compared to $337.4 million for Q2 2022. 
Income from operations decreased 15.2% to $38.9 million compared to $45.9 million for Q2 2022.
Net income (loss) increased to $16.7 million compared to $(46.4) million for Q2 2022 primarily due to losses on our investment in Consensus Cloud Solutions, Inc. (“Consensus”) in Q2 2022 that did not recur.
Net income (loss) per diluted share(2) increased to $0.36 in Q2 2023 compared to $(0.99) for Q2 2022.
Adjusted EBITDA(1) for the quarter decreased 9.6% to $106.7 million compared to $118.0 million for Q2 2022.
Adjusted net income(1) decreased 19.9% to $59.6 million compared to $74.4 million for Q2 2022.
Adjusted net income per diluted share(1)(2) (or “Adjusted diluted EPS”) for the quarter decreased 19.6% to $1.27 compared to $1.58 for Q2 2022.
Net cash provided by operating activities was $39.7 million in Q2 2023 compared to $76.0 million in Q2 2022. Free cash flow(1) was $14.5 million in Q2 2023 compared to $52.6 million in Q2 2022.
Ziff Davis ended the quarter with approximately $829.3 million in cash, cash equivalents, and investments after deploying approximately $62.7 million primarily related to share repurchases and approximately $1.5 million during the quarter for current and prior year acquisitions.
The following table reflects additional results for the three and six months ended June 30, 2023 and 2022, respectively (in millions, except per share amounts).
Three months ended June 30,% ChangeSix months ended
June 30,
% Change
2023202220232022
Revenues
Digital Media$252.8$258.4(2.2)%$487.0$493.0(1.2)%
Cybersecurity and Martech$73.2$79.0(7.3)%$146.2$159.4(8.3)%
Total revenue(3)
$326.0$337.4(3.4)%$633.2$652.4(3.0)%
Income from operations$38.9$45.9(15.2)%$65.2$76.4(14.7)%
Operating income margin11.9%13.6%(1.7)%10.3%11.7%(1.4)%
Net income (loss)$16.7$(46.4)135.9%$9.1$(21.9)141.6%
Net income (loss) per diluted share(2)
$0.36$(0.99)136.4%$0.19$(0.47)140.4%
Adjusted EBITDA(1)
$106.7$118.0(9.6)%$201.0$218.8(8.1)%
Adjusted EBITDA margin(1)
32.7%35.0%(2.3)%31.7%33.5%(1.8)%
Adjusted net income(1)
$59.6$74.4(19.9)%$111.3$132.4(15.9)%
Adjusted diluted EPS(1)(2)
$1.27$1.58(19.6)%$2.37$2.81(15.7)%
Net cash provided by operating activities$39.7$76.0(47.8)%$155.0$192.5(19.5)%
Free cash flow(1)
$14.5$52.6(72.4)%$99.8$138.6(28.0)%

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

1


ZIFF DAVIS GUIDANCE

The Company reaffirms its guidance for fiscal year 2023 as follows (in millions, except per share data):
2023 Range of Estimates
LowHigh
Revenue$1,350.0 $1,408.0 
Adjusted EBITDA$479.0 $514.0 
Adjusted diluted EPS*$6.02 $6.54 
* Adjusted diluted EPS for 2023 excludes share-based compensation ranging between $32 million and $34 million, amortization of acquired intangibles, and the impact of any currently unanticipated items, in each case net of tax. It is anticipated that the Adjusted effective tax rate for 2023 will be between 23.0% and 25.0%.

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

Earnings Conference Call and Audio Webcast
Ziff Davis will host a live audio webcast and conference call discussing its second quarter 2023 financial results on Friday, August 4, 2023, at 8:30AM ET. The live webcast and call will be accessible by phone by dialing (844) 985-2014 or via www.ziffdavis.com. Following the event, the audio recording and presentation materials will be archived and made available at www.ziffdavis.com.
About Ziff Davis
Ziff Davis, Inc. (NASDAQ: ZD) is a vertically focused digital media and internet company whose portfolio includes leading brands in technology, shopping, gaming and entertainment, connectivity, health, cybersecurity, and martech. For more information, visit www.ziffdavis.com.
Contact:
Alan Steier
Investor Relations
Ziff Davis, Inc.
investor@ziffdavis.com

Rebecca Wright
Corporate Communications
Ziff Davis, Inc.
press@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.
2


ZIFF DAVIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED, IN THOUSANDS)
June 30, 2023December 31, 2022
ASSETS  
Cash and cash equivalents$679,090 $652,793 
Short-term investments35,816 58,421 
Accounts receivable, net of allowances of $7,511 and $6,868, respectively
285,909 304,739 
Prepaid expenses and other current assets74,044 68,319 
Total current assets1,074,859 1,084,272 
Long-term investments 114,356 127,871 
Property and equipment, net of accumulated amortization of $296,223 and $255,586, respectively
192,380 178,184 
Intangible assets, net401,639 462,815 
Goodwill1,599,896 1,591,474 
Deferred income taxes8,561 8,523 
Other assets77,598 80,131 
TOTAL ASSETS$3,469,289 $3,533,270 
LIABILITIES AND STOCKHOLDERS’ EQUITY 
Accounts payable$127,145 $120,829 
Accrued employee related costs33,659 42,178 
Other accrued liabilities52,702 39,539 
Income taxes payable, current11,052 19,712 
Deferred revenue, current188,725 187,904 
Accrued liabilities and other current liabilities22,760 22,286 
Total current liabilities436,043 432,448 
Long-term debt1,000,178 999,053 
Deferred revenue, noncurrent8,303 9,103 
Deferred income taxes58,198 79,007 
Income taxes payable, noncurrent8,486 11,675 
Other long-term liabilities95,399 109,373 
TOTAL LIABILITIES1,606,607 1,640,659 
Common stock464 473 
Additional paid-in capital 448,920 439,681 
Retained earnings1,492,879 1,537,830 
Accumulated other comprehensive loss(79,581)(85,373)
TOTAL STOCKHOLDERS’ EQUITY1,862,682 1,892,611 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$3,469,289 $3,533,270 

3


ZIFF DAVIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED, IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
Three months ended June 30,Six months ended June 30,
2023202220232022
Total revenues$326,016 $337,356 $633,158 $652,424 
Operating costs and expenses:
Cost of revenues47,421 46,004 93,151 92,104 
Sales and marketing119,934 123,777 235,854 241,539 
Research, development, and engineering17,817 19,721 35,731 38,148 
General and administrative101,949 101,967 203,212 204,184 
Total operating costs and expenses287,121 291,469 567,948 575,975 
Income from operations38,895 45,887 65,210 76,449 
Interest expense, net(10,483)(9,569)(14,963)(19,859)
Gain on debt extinguishment, net— 2,613 — 1,393 
(Loss) gain on investments, net— (48,243)357 (48,243)
Unrealized loss on short-term investments held at the reporting date, net(3,196)(27,317)(23,541)(18,366)
Other (loss) income, net(1,503)6,345 (2,411)8,744 
Income (loss) before income taxes and loss from equity method investment, net23,713 (30,284)24,652 118 
Income tax expense(6,461)(10,051)(5,845)(15,131)
Loss from equity method investment, net(573)(6,101)(9,755)(6,886)
Net income (loss)$16,679 $(46,436)$9,052 $(21,899)
Basic$0.36 $(0.99)$0.19 $(0.47)
Diluted$0.36 $(0.99)$0.19 $(0.47)
Weighted average shares outstanding:
Basic46,798,800 46,978,709 46,892,504 47,016,351 
Diluted46,798,800 46,978,709 46,892,504 47,016,351 
4


ZIFF DAVIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
                                                              Six months ended June 30,
20232022
Cash flows from operating activities:
Net income (loss)$9,052 $(21,899)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization111,479 118,943 
Non-cash operating lease costs5,924 5,913 
Share-based compensation17,619 14,420 
Provision for credit losses (benefit) on accounts receivable1,819 (1,376)
Deferred income taxes, net(18,330)(10,266)
Gain on extinguishment of debt, net— (1,393)
Loss from equity method investments9,755 6,886 
Unrealized loss on short-term investments held at the reporting date23,541 18,366 
(Gain) loss on investment, net(357)48,243 
Other3,834 2,106 
Decrease (increase) in:
Accounts receivable 20,470 77,168 
Prepaid expenses and other current assets(13,038)5,804 
Other assets(4,030)(4,990)
Increase (decrease) in:
Accounts payable(1,332)(36,504)
Deferred revenue(1,777)(11,882)
Accrued liabilities and other current liabilities(9,594)(17,055)
Total operating cash provided by continuing operations155,035 192,484 
Cash flows from investing activities:
Purchases of property and equipment(55,250)(53,876)
Acquisition of businesses, net of cash received(9,492)(92,425)
Investment in available-for-sale securities— (15,000)
Proceeds from sale of equity investments3,174 — 
Other(3,753)— 
Net cash used in investing activities (65,321)(161,301)
Cash flows from financing activities:
Payment of debt— (72,853)
Proceeds from term loan— 89,991 
Debt extinguishment costs— (756)
Repurchase of common stock(62,678)(76,345)
Issuance of common stock under employee stock purchase plan4,724 5,235 
Proceeds from exercise of stock options— 148 
Deferred payments for acquisitions(6,679)(7,094)
Other21 (5)
Net cash (used in) provided by financing activities(64,612)(61,679)
Effect of exchange rate changes on cash and cash equivalents1,195 (16,056)
Net change in cash and cash equivalents26,297 (46,552)
Cash and cash equivalents at beginning of year652,793 694,842 
Cash and cash equivalents at end of year$679,090 $648,290 
5


Non-GAAP Financial Measures
To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), we use the following non-GAAP financial measures: Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income (loss), Adjusted net income (loss) per diluted share, Free cash flow, and Adjusted effective tax rate (collectively the “non-GAAP financial measures”). The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
We use these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain items that may not be indicative of our recurring core business operating results or, in certain cases, may be non-cash in nature. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to our historical performance and liquidity. We believe these non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze the health of our business.
These non-GAAP financial measures are not measures presented in accordance with GAAP, and our use of these terms may vary from that of other companies. These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. These non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP.
Non-GAAP financial measures exclude the certain items listed below. Excluding these items from the non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which exclude similar items. We believe that non-GAAP financial measures excluding these items provide meaningful supplemental information regarding operational performance. We further believe these measures are useful to investors in that they allow for greater transparency of certain line items in the Company’s financial statements.
Adjusted EBITDA is defined as Net income (loss) with adjustments to reflect the addition or elimination of certain items including:
Interest expense, net;
(Gain) loss on debt extinguishment, net;
(Gain) loss on sale of business;
Unrealized (gain) loss on short-term investments held at the reporting date, including the unrealized (gain) loss on our investment in Consensus;
(Gain) loss on investments, net;
Other (income) expense, net;
Income tax (benefit) expense;
(Income) loss from equity method investments, net;
Depreciation and amortization;
Share-based compensation;
Acquisition, integration, and other costs, including adjustments to contingent consideration, lease terminations, retention bonuses, other acquisition-specific items, and other costs, such as severance and legal settlements;
Disposal related costs associated with disposal of certain businesses;
Lease asset impairments and other charges; and
Goodwill impairment on business.

6


Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenue.
Adjusted net income (loss) is defined as Net income (loss) with adjustments to reflect the addition or elimination of certain statement of operations items including, but not limited to:
Interest costs related to the difference between the imputed and coupon interest expense associated with the 4.625% Senior Notes and a charge that the Company determined to be penalty interest associated with 1.75% Convertible Notes in each period presented;
(Gain) loss on debt extinguishment, net;
(Gain) loss on sale of business;
Unrealized (gain) loss on short-term investments held at the reporting date, including the unrealized (gain) loss on our investment in Consensus;
(Gain) loss on investments, net;
(Income) loss from equity method investments, net;
Amortization of patents and intangible assets that we acquired;
Goodwill impairment on business;
Share-based compensation;
Acquisition, integration and other costs, including adjustments to contingent consideration, lease terminations, retention bonuses, other acquisition-specific items, and other costs, such as severance and legal settlements;
Disposal related costs associated with disposal of certain businesses;
Lease asset impairments and other charges; and
Dilutive effect of the convertible debt.
Adjusted net income (loss) per diluted share is calculated by dividing Adjusted net income (loss) by the diluted weighted average shares of common stock outstanding that excludes the effect of convertible debt dilution.
Free cash flow is defined as Net cash provided by operating activities, less purchases of property and equipment, plus changes in contingent consideration.


7


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

The following table sets forth a reconciliation of Net income (loss) to Adjusted EBITDA:
Three months ended June 30,Six months ended June 30,
2023202220232022
Net income (loss)$16,679 $(46,436)$9,052 $(21,899)
Interest expense, net10,483 9,569 14,963 19,859 
Gain on debt extinguishment, net— (2,613)— (1,393)
Unrealized loss on short-term investments held at the reporting date3,196 27,317 23,541 18,366 
Loss (gain) on investments, net— 48,243 (357)48,243 
Other loss (income), net1,503 (6,345)2,411 (8,744)
Income tax expense6,461 10,051 5,845 15,131 
(Gain) loss from equity method investment, net(927)6,101 8,255 6,886 
Depreciation and amortization56,856 59,872 111,479 118,943 
Share-based compensation9,217 7,703 17,619 14,420 
Acquisition, integration, and other costs3,369 3,431 6,894 4,965 
Disposal related costs60 65 209 1,304 
Lease asset impairments and other charges(221)1,079 1,098 2,744 
Adjusted EBITDA$106,676 $118,037 $201,009 $218,825 


8


ZIFF DAVIS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)
    
The following table sets forth Revenues and a reconciliation of Income (loss) from operations to Adjusted EBITDA by segment:
Three months ended June 30, 2023
Digital
Media
Cybersecurity
and Martech
CorporateTotal
Revenues$252,820 $73,196 $— $326,016 
Income (loss) from operations$36,668 $13,565 $(11,338)$38,895 
Income from equity method investment, net— — (1,500)(1,500)
Depreciation and amortization45,259 11,590 56,856 
Share-based compensation4,070 1,283 3,864 9,217 
Acquisition, integration, and other costs3,256 113 — 3,369 
Disposal related costs— — 60 60 
Lease asset impairments and other charges(275)54 — (221)
Adjusted EBITDA$88,978 $26,605 $(8,907)$106,676 

    
Three months ended June 30, 2022
Digital
Media
Cybersecurity and MartechCorporateTotal
Revenues$258,343 $79,013 $— $337,356 
Income (loss) from operations$44,162 $13,023 $(11,298)$45,887 
Depreciation and amortization47,545 12,263 64 59,872 
Share-based compensation3,306 1,389 3,008 7,703 
Acquisition, integration, and other costs3,183 239 3,431 
Disposal related costs— — 65 65 
Lease asset impairments and other charges637 442 — 1,079 
Adjusted EBITDA$98,833 $27,356 $(8,152)$118,037 
Tables above exclude certain intercompany allocations.


9


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

The following table sets forth a reconciliation of Net income (loss) to Adjusted net income with adjustments presented on after-tax basis:
Three months ended June 30,
2023Per diluted share*2022Per diluted share*
Net income (loss)$16,679 $0.36 $(46,436)$(0.99)
Interest costs5,509 0.12 83 — 
Gain on debt extinguishment, net— — (2,309)(0.05)
(Gain) loss on sale of business88 — — — 
Unrealized (gain) loss on short-term investments held at the reporting date2,416 0.05 26,273 0.56 
(Gain) loss on investments, net— — 48,111 1.02 
Loss (income) from equity method investment, net(552)(0.01)6,101 0.13 
Amortization 25,796 0.55 32,064 0.68 
Share-based compensation 7,181 0.15 6,798 0.14 
Acquisition, integration, and other costs 2,576 0.05 2,626 0.06 
Disposal related costs 44 — 305 0.01 
Lease asset impairments and other charges (160)— 808 0.02 
Adjusted net income$59,577 $1.27 $74,424 $1.58 


Six months ended June 30,
2023Per diluted share*2022Per diluted share*
Net income (loss)$9,052 $0.19 $(21,899)$(0.47)
Interest costs5,565 0.12 173 — 
Gain on debt extinguishment, net— — (1,393)(0.03)
(Gain) loss on sale of business88 — — — 
Unrealized (gain) loss on short-term investments held at the reporting date17,681 0.38 17,322 0.37 
(Gain) loss on investments, net(268)(0.01)48,111 1.01 
Loss (income) from equity method investment, net8,630 0.18 6,886 0.15 
Amortization50,418 1.08 64,462 1.37 
Share-based compensation13,998 0.30 11,676 0.25 
Acquisition, integration, and other costs5,153 0.11 3,826 0.08 
Disposal related costs156 — 1,123 0.03 
Lease asset impairment and other charges830 0.02 2,066 0.05 
Adjusted net income$111,303 $2.37 $132,353 $2.81 
* The reconciliation of Net (loss) income per diluted share to Adjusted net income per diluted share may not foot since each is calculated independently.

10


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

The following are the adjustments to certain statement of operations items to derive Adjusted net income, which we believe provide useful information about our operating results and enhance the overall understanding of past financial performance and future prospects.

Three months ended June 30, 2023
GAAP amountAdjustmentsAdjusted non-GAAP amount
Interest costs, net(Gain) loss on sale of businessUnrealized (gain) loss on short-term investments held at the reporting date(Gain) loss on investments, net(Income) loss from equity method investments, netAmortizationShare-based compensationAcquisition, integration, and other costsDisposal related costsLease asset impairments and other charges
Cost of revenues$47,421 $— $— $— $— $— $(189)$(94)$(101)$— $— $47,037 
Sales and marketing$119,934 — — — — — — (1,038)(653)— — $118,243 
Research, development, and engineering$17,817 — — — — — — (958)(133)— — $16,726 
General and administrative$101,949 — — — — 1,500 (33,732)(7,127)(2,482)(60)221 $60,269 
Interest expense, net$(10,483)7,346 — — — — — — — — — $(3,137)
Unrealized loss on short-term investments held at period end$(3,196)— — 3,196 — — — — — — — $— 
Other loss, net$(1,503)— 118 — — — — — — — — $(1,385)
Income tax expense$(6,461)(1,837)(30)(780)— 375 (8,125)(2,036)(793)(16)61 $(19,642)
Loss from equity method investment, net$(573)— — — — 573 — — — — — $— 
Total non-GAAP adjustments$5,509 $88 $2,416 $— $(552)$25,796 $7,181 $2,576 $44 $(160)
11


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

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

12


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

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



13


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

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

14


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:
2023Q1Q2Q3Q4YTD
Net cash provided by operating activities$115,307 $39,728 $— $— $155,035 
Less: Purchases of property and equipment(30,017)(25,233)— — (55,250)
Free cash flow$85,290 $14,495 $— $— $99,785 

2022Q1Q2Q3Q4 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 


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