Ziff Davis Reports Fourth Quarter and Year End 2021 Preliminary Unaudited Results and Provides 2022 Guidance

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Ziff Davis, Inc. (NASDAQ: ZD) today reported preliminary unaudited financial results for the fourth quarter and year ended December 31, 2021.

“We had a strong finish to an exceptional year in which we posted fantastic results and executed on a transformational spin-off," said Vivek Shah, CEO of Ziff Davis. "We are excited by our growth prospects and the opportunities to continue to deploy our financial and human capital to generate value for our stakeholders."

FOURTH QUARTER 2021 HIGHLIGHTS

On October 7, 2021, Ziff Davis completed the separation of the cloud fax business to Consensus Cloud Solutions, Inc. (“Consensus”). As the spin-off occurred during the fourth quarter of 2021, Ziff Davis has classified Consensus as a discontinued operation in its financial statements for all periods. Results in this press release represent continuing operations, except for the Statement of Cash Flows, net cash provided by operating activities and free cash flow, which are on a combined continuing and discontinued operations basis.

Q4 2021 quarterly revenues increased 6.4% to $408.6 million compared to $384.1 million for Q4 2020. On a pro-forma(6) basis, Q4 2021 quarterly revenues increased 10.4% to $408.6 million as compared to $370.1 million for Q4 2020.

GAAP net income per diluted share from continuing operations(3) increased to $7.62 in Q4 2021 compared to $0.91 for Q4 2020. The earnings increase was primarily due to an unrealized gain on investment of $290 million to record our investment in Consensus ($6.03 per share, after tax).

Adjusted non-GAAP net income per diluted share from continuing operations(3)(4) for the quarter decreased (3.1)% to $2.17 compared to $2.24 for Q4 2020. On a pro-forma(6) basis, Adjusted non-GAAP net income per diluted share from continuing operations(3)(4) for the quarter increased 0.5% to $2.17 as compared to $2.16 for Q4 2020.

GAAP net income from continuing operations increased to $370.0 million compared to $41.7 million for Q4 2020 primarily due to an unrealized gain on investment of $290 million to record our investment in Consensus.

Adjusted non-GAAP net income from continuing operations increased by 4.4% to $104.3 million as compared to $99.9 million for Q4 2020. On a pro-forma(6) basis, Adjusted non-GAAP net income from continuing operations increased by 8.4% to $104.3 million as compared to $96.2 million for Q4 2020.

Adjusted EBITDA(5) for the quarter increased 2.9% to $161.6 million compared to $157.1 million for Q4 2020. On a pro-forma(6) basis, Adjusted EBITDA(5) for the quarter increased 6.8% to $161.6 million compared to $151.3 million for Q4 2020.

Net cash provided by operating activities from continuing and discontinued operations was $85.3 million during Q4 2021 compared to $124.1 in Q4 2020. Q4 2021 free cash flow from continuing and discontinued operations(2) was $59.1 million during Q4 2021 compared to $102.9 million in Q4 2020.

The company ended the quarter with approximately $1.05 billion in cash, cash equivalents, and investments after deploying approximately $29.7 million during the quarter for current and prior year acquisitions.

Key financial results for Q4 2021 versus Q4 2020 are set forth in the following table (in millions, except per share amounts). Reconciliations of Adjusted non-GAAP earnings per diluted share, Adjusted EBITDA and free cash flow to their nearest comparable GAAP financial measures are attached to this Press Release.

The following table reflects Actual and Pro Forma Results from Continuing Operations, except for Cash Provided by Operating Activities and Free Cash Flow which is on a combined basis of continuing operations and discontinued operations, for the fourth quarter of 2021 and 2020 (in millions, except per share amounts). Pro-Forma Results from Continuing Operations below excludes the operating results from Voice assets in Australia, New Zealand, and the United Kingdom that were sold in 2020 and 2021, respectively, and the Company’s B2B Backup business that was sold during the third quarter of 2021.

Pro-Forma Results(6)

Q4 2021

Q4 2020

% Change

Q4 2021

Q4 2020

% Change

Revenues

Digital Media

$325.7

$297.9

9.3%

$325.7

$297.9

9.3%

Cybersecurity and Martech

$82.9

$86.2

(3.8)%

$82.9

$72.2

14.8%

Total Revenue: (1)

$408.6

$384.1

6.4%

$408.6

$370.1

10.4%

Income from Operations

$85.4

$77.9

9.6%

GAAP Income per Diluted Share from Continuing Operations (3)

$7.62

$0.91

737.4%

Adjusted Non-GAAP Income per Diluted Share from Continuing Operations (3) (4)

$2.17

$2.24

(3.1)%

$2.17

$2.16

0.5%

GAAP Net Income from Continuing Operations

$370.0

$41.7

787.3%

Adjusted Non-GAAP Net Income from Continuing Operations

$104.3

$99.9

4.4%

$104.3

$96.2

8.4%

Adjusted EBITDA (5)

$161.6

$157.1

2.9%

$161.6

$151.3

6.8%

Adjusted EBITDA Margin (5)

39.5%

40.9%

(1.4)%

39.5%

40.9%

(1.4)%

Net Cash Provided by Operating Activities from Continuing and Discontinued Operations

$85.3

$124.1

(31.3)%

Free Cash Flow from Continuing and Discontinued Operations (2)

$59.1

$102.9

(42.6)%

FULL YEAR 2021 HIGHLIGHTS

2021 revenues increased 22.3% to a record of $1.42 billion compared to $1.16 billion for 2020. On a pro-forma(6) basis, 2021 revenues increased 26.8% to $1.38 billion as compared to $1.09 billion for 2020.

GAAP net income per diluted share(3) from continuing operations increased to $8.09 in 2021 compared to $0.58 for 2020. The net income increase was primarily due to an unrealized gain on investment of $290 million to record our investment in Consensus. ($6.24 per share, after tax).

Adjusted non-GAAP net income per diluted share from continuing operations(3)(4) for the year increased by 23.4% to $6.33 compared to $5.13 for 2020. On a pro-forma(6) basis, Adjusted non-GAAP net income per diluted share from continuing operations(3)(4) for the year increased 31.4% to $6.11 as compared to $4.65 for 2020.

GAAP net income from continuing operations increased to $387.5 million compared to $27.4 million for 2020 primarily due to an unrealized gain on investment of $290 million to record our investment in Consensus.

Adjusted non-GAAP net income from continuing operations increased by 22.5% to $292.7 million as compared to $238.9 million for 2020. On a pro-forma(6) basis, Adjusted non-GAAP net income from continuing operations increased by 30.5% to $282.5 million as compared to $216.4 million for 2020.

Adjusted EBITDA(5) for the year increased 23.3% to $498.7 million compared to $404.5 million for 2020. On a pro-forma(6) basis, Adjusted EBITDA(5) for the year increased 28.3% to $484.6 million compared to $377.7 million for 2020.

Net cash provided by operating activities from continuing and discontinued operations was $515.6 million during 2021 compared to $480.1 million in 2020. Free cash flow from continuing and discontinued operations(2) was $402.5 million during 2021 compared to $407.7 million in 2020.

The following table reflects Actual and Pro-Forma Results from Continuing Operations, except for Cash Provided by Operating Activities and Free Cash Flow which is on a combined basis of continuing operations and discontinued operations for the twelve months ended December 31, 2021 and 2020 (in millions, except per share amounts). Pro-Forma Results from Continuing Operations below excludes the operating results from Voice assets in Australia, New Zealand, and the United Kingdom that were sold in 2020 and 2021, respectively, and the Company’s B2B Backup business that was sold during the third quarter of 2021.

Pro-Forma Results(6)

2021

2020

% Change

2021

2020

% Change

Revenues

Digital Media

$1,068.5

$811.1

31.7%

$1,068.5

$811.1

31.7%

Cybersecurity and Martech

$348.2

$347.7

0.1%

$314.7

$279.6

12.6%

Total Revenue: (1)

$1,416.7

$1,158.8

22.3%

$1,383.2

$1,090.7

26.8%

Income from Operations

$166.4

$136.6

21.8%

GAAP Income per Diluted Share from Continuing Operations (3)

$8.09

$0.58

1,294.8%

Adjusted Non-GAAP Income per Diluted Share from Continuing Operations (3) (4)

$6.33

$5.13

23.4%

$6.11

$4.65

31.4%

GAAP Net Income from Continuing Operations

$387.5

$27.4

1,314.2%

Adjusted Non-GAAP Net Income from Continuing Operations

$292.7

$238.9

22.5%

$282.5

$216.4

30.5%

Adjusted EBITDA (5)

$498.7

$404.5

23.3%

$484.6

$377.7

28.3%

Adjusted EBITDA Margin (5)

35.2%

34.9%

0.3%

35.0%

34.6%

0.4%

Net Cash Provided by Operating Activities from Continuing and Discontinued Operations

$515.6

$480.1

7.4%

Free Cash Flow from Continuing and Discontinued Operations (2)

$402.5

$407.7

(1.3)%

ZIFF DAVIS GUIDANCE

The Company’s estimates for fiscal year 2022 are as follows (in millions, except per share amounts):

Revenue

Adjusted EBITDA

Adjusted Diluted EPS

FY 2022 Range of Estimates

$1,497-$1,535

$538-$555

$6.52-$6.79

Adjusted non-GAAP net income per diluted share for 2022 excludes share-based compensation of between $24 million and $28 million, amortization of acquired intangibles and the impact of any currently unanticipated items, in each case net of tax.

It is anticipated that the non-GAAP effective tax rate for 2022 (exclusive of the release of reserves for uncertain tax positions) will be between 23.5% and 25%.

The Company has not reconciled the non-GAAP Business Outlook for 2022 Adjusted EBITDA or Adjusted non-GAAP Diluted EPS and tax rate information included in this release to the most directly comparable GAAP measure because this cannot be done without unreasonable effort due to the variability with respect to costs related to acquisitions and taxation, which are potential adjustments to future earnings. We expect the variability of these items to have a potentially unpredictable and significant impact on our future GAAP financial results.

Notes:

(1)

The revenues associated with each of the businesses may not foot precisely since each is presented independently.

(2)

Free cash flow is defined as net cash provided by operating activities from continuing operations, less purchases of property and equipment from continuing operations, plus contingent consideration from continuing operations. Free cash flow amounts are not meant as a substitute for GAAP, but are solely for informational purposes.

(3)

The estimated GAAP effective tax rates were approximately 1.4% for Q4 2021 and 30.8% for Q4 2020. The estimated Adjusted non-GAAP effective tax rates were approximately 23.1% for Q4 2021 and 22.8% for Q4 2020.

(4)

Adjusted non-GAAP net income per diluted share excludes certain non-GAAP items, as defined in the Reconciliation of GAAP to Adjusted non-GAAP Financial Measures, for the three months ended December 31, 2021 and 2020 totaled $(5.45) and $1.33 per diluted share, respectively.

(5)

Adjusted EBITDA is defined as net income from continuing operations before interest; gain on sale of businesses; goodwill impairment of business; loss on investments, net; other income (expense), net; income tax expense (benefit); income (loss) from equity method investment, net; depreciation and amortization; and the items used to reconcile EPS to Adjusted non-GAAP EPS, as defined in the Reconciliation of GAAP to Adjusted non-GAAP Financial Measures. Adjusted EBITDA amounts are not meant as a substitute for GAAP, but are solely for informational purposes.

(6)

Pro-forma figures are provided taking into consideration the sale of certain Voice assets in Australia, New Zealand, and the United Kingdom as well as the sale of the Company’s B2B Backup business as if they had occurred January 1, 2020. As a result of the separation of the Consensus business on October 7, 2021, a portion of Ziff Davis’ shared overhead costs were reduced. Ziff Davis estimates that it would have achieved additional savings of approximately $7 million and $9 million in 2021 and 2020, respectively, if Consensus was separated on January 1, 2020.

About Ziff Davis

Ziff Davis, Inc. (NASDAQ: ZD) is a vertically focused digital media and internet company whose portfolio includes leading brands in technology, entertainment, shopping, health, cybersecurity, and martech. For more information, visit www.ziffdavis.com.

Preliminary Unaudited Results: These fourth quarter and full year 2020 and 2021 results are preliminary, unaudited, and subject to adjustments. In particular, due to the complexity of the October 7, 2021 spin-off of Consensus and the related transactions (including the debt-for-debt exchange), the presentation of the transaction's impact on the Company's financial statements (including the presentation of continuing and discontinued operations and 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 our GAAP net income from continuing operations. As a result of the foregoing, certain information provided herein is subject to change.

“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 “Business Outlook” portion regarding the Company’s expected fiscal 2022 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 revenues, profitability and cash flows; 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 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; and the numerous other factors set forth in Ziff Davis’ (formerly J2 Global, Inc.) 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 2020 Annual Report on Form 10-K filed by Ziff Davis on March 1, 2021, 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 “Business Outlook” portion regarding the Company’s expected fiscal 2022 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.

About non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following Adjusted non-GAAP financial measures: Adjusted non-GAAP and Pro Forma net income, Adjusted non-GAAP and Pro Forma net income per diluted share, Adjusted and Pro Forma EBITDA and free cash flow. 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 Adjusted non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Our management believes that these Adjusted non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and expenditures that may not be indicative of our recurring core business operating results. We believe that both management and investors benefit from referring to these Adjusted non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These Adjusted non-GAAP financial measures also facilitate management’s internal comparisons to our historical performance and liquidity. We believe these Adjusted 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.

For more information on these Adjusted non-GAAP financial measures, please see the appropriate GAAP to Adjusted non-GAAP reconciliation tables included within the attached Exhibit to this release.

ZIFF DAVIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED, IN THOUSANDS)

December 31, 2021

December 31, 2020

ASSETS

Cash and cash equivalents

694,842

176,443

Short-term investments

229,200

663

Accounts receivable, net of allowances of $9,811 and $11,552, respectively

311,728

309,549

Prepaid expenses and other current assets

60,290

52,160

Current assets, discontinued operations

4,626

84,028

Total current assets

1,300,686

622,843

Long-term investments

122,593

97,495

Property and equipment, net

161,209

133,973

Operating lease right-of-use assets

55,617

103,534

Trade names, net

147,761

158,553

Customer relationships, net

275,451

363,515

Goodwill

1,524,429

1,507,098

Other purchased intangibles, net

149,512

156,821

Deferred income taxes, noncurrent

5,917

12,195

Other assets

20,090

15,760

Other assets, discontinued operations

—

493,545

TOTAL ASSETS

3,763,265

3,665,332

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable and accrued expenses

226,621

197,855

Income taxes payable, current

3,143

30,447

Deferred revenue, current

185,571

166,132

Operating lease liabilities, current

27,156

31,267

Current portion of long-term debt

54,609

396,800

Other current liabilities

130

495

Current liabilities, discontinued operations

—

59,559

Total current liabilities

497,230

882,555

Long-term debt

1,036,018

1,182,220

Deferred revenue, noncurrent

14,839

14,201

Operating lease liabilities, noncurrent

53,708

97,561

Income taxes payable, noncurrent

11,690

11,675

Liability for uncertain tax positions

42,546

53,089

Deferred income taxes, noncurrent

108,982

157,308

Other long-term liabilities

37,546

41,400

Long-term liabilities, discontinued operations

—

14,304

TOTAL LIABILITIES

1,802,559

2,454,313

Commitments and contingencies

—

Preferred stock, $0.01 par value. Authorized 1,000,000 and none issued

—

Preferred stock - Series A, $0.01 par value. Authorized 6,000; total issued and outstanding zero

—

Preferred stock - Series B, $0.01 par value. Authorized 20,000; total issued and outstanding zero

—

Common stock, $0.01 par value. Authorized 95,000,000; total issued and outstanding 47,440,137 and 44,346,630 shares at December 31, 2021 and 2020, respectively.

474

443

Additional paid-in capital

506,405

456,274

Retained earnings

1,530,015

809,108

Accumulated other comprehensive loss

(76,188

)

(54,806

)

TOTAL STOCKHOLDERS’ EQUITY

1,960,706

1,211,019

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

3,763,265

3,665,332

ZIFF DAVIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED, IN THOUSANDS)

Three Months Ended December 31,

Twelve Months Ended December 31,

2021

2020

2021

2020

Total revenues

408,628

384,055

1,416,722

1,158,829

Cost of revenues (1)

45,718

46,159

188,053

178,403

Gross profit

362,910

337,896

1,228,669

980,426

Operating expenses:

Sales and marketing (1)

138,100

114,610

493,049

366,359

Research, development and engineering (1)

21,875

19,038

78,874

57,148

General and administrative (1)

117,541

126,398

457,692

420,295

Goodwill impairment on business

—

32,629

—

Total operating expenses

277,516

260,046

1,062,244

843,802

Income from operations

85,394

77,850

166,425

136,624

Interest expense, net

(16,810

)

(20,836

)

(79,031

)

(56,188

)

Loss on debt extinguishment, net

(4,527

)

—

(4,527

)

—

(Loss) gain on sale of businesses

—

(21,798

)

17,122

Loss on investments, net

—

(16,677

)

(20,991

)

Unrealized gain on short-term investment

290,073

—

290,073

—

Other income, net

1,759

4,034

1,293

Income from continuing operations before income taxes and income from equity method investment, net

355,889

61,048

335,758

76,632

Income tax (benefit) expense

5,156

18,781

(15,944

)

37,929

Income (loss) from equity method investment, net

19,249

(539

)

35,845

(11,338

)

Net income from continuing operations

369,982

41,728

387,547

27,365

(Loss) income from discontinued operations, net of income taxes

(11,093

)

16,360

107,550

123,303

Net income

358,889

58,088

495,097

150,668

Net income per common share from continuing operations:

Basic

7.74

0.94

8.44

0.59

Diluted

7.62

0.91

8.09

0.58

Net (loss) income per common share from discontinued operations:

Basic

(0.23

)

0.37

2.34

2.65

Diluted

(0.23

)

0.36

2.24

2.61

Net income per common share:

Basic

7.51

1.30

10.78

3.24

Diluted

7.39

1.27

10.33

3.18

Weighted average shares outstanding:

Basic

47,778,545

44,504,222

45,893,928

46,308,825

Diluted

48,514,588

45,642,292

47,862,745

47,115,609

(1) Includes share-based compensation expense as follows:

Cost of revenues

306

332

Sales and marketing

410

218

1,288

1,011

Research, development and engineering

594

365

1,984

1,396

General and administrative

5,037

4,629

20,551

19,781

Total

6,127

5,289

24,129

22,520

ZIFF DAVIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED, IN THOUSANDS)

Twelve Months Ended December 31,

2021

2020

Cash flows from operating activities:

Net income

495,097

150,668

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

Depreciation and amortization

258,303

228,737

Amortization of financing costs and discounts

25,873

28,476

Non-cash operating lease costs

1,485

17,686

Share-based compensation

25,247

24,006

Provision for doubtful accounts

8,738

13,283

Deferred income taxes, net

(9,442

)

5,840

Loss on extinguishment of debt

13,277

37,969

Loss (gain) on sale of businesses

21,798

(17,122

)

Lease asset impairments and other charges

12,710

12,121

Goodwill impairment on business

32,629

—

Changes in fair value of contingent consideration

(1,223

)

(80

)

Foreign currency remeasurement gain

184

(34,646

)

(Income) loss from equity method investments

(35,845

)

11,338

(Gain) loss on equity and debt investments

(273,110

)

20,826

Decrease (increase) in:

Accounts receivable

(18,050

)

(31,611

)

Prepaid expenses and other current assets

(15,650

)

3,046

Other assets

(3,824

)

Increase (decrease) in:

Accounts payable and accrued expenses

13,662

2,184

Income taxes payable

(23,974

)

6,489

Deferred revenue

14,282

4,720

Operating lease liabilities

(15,314

)

(16,439

)

Liability for uncertain tax positions

(10,383

)

9,391

Other long-term liabilities

(899

)

3,200

Net cash provided by operating activities

515,571

480,079

Cash flows from investing activities:

Proceeds on sale of available-for-sale investments

663

—

Distribution from equity method investment

15,327

—

Purchases of equity method investment

(23,249

)

(31,937

)

Purchase of equity investments

(999

)

(1,246

)

Sale of equity investments

14,330

—

Purchases of property and equipment

(113,740

)

(92,552

)

Proceeds from sale of assets

—

507

Acquisition of businesses, net of cash received

(141,146

)

(482,227

)

Proceeds from sale of businesses, net of cash divested

48,876

24,353

Purchases of intangible assets

(78

)

(3,118

)

Proceeds from divestiture of discontinued operations

259,104

—

Net cash used in investing activities

59,088

(586,220

)

Cash flows from financing activities:

Proceeds from issuance of long-term debt

—

750,000

Payment of note payable

—

(400

)

Proceeds from bridge loan

485,000

—

Debt issuance cost

—

(7,272

)

Payment of debt

(510,197

)

(650,000

)

Debt extinguishment costs

(1,073

)

(29,250

)

Repurchase of common stock

(78,328

)

(275,654

)

Issuance of common stock under employee stock purchase plan

9,232

7,382

Exercise of stock options

2,939

1,619

Deferred payments for acquisitions

(14,387

)

(29,180

)

Other

(6,776

)

(1,878

)

Net cash (used in) provided by financing activities

(113,590

)

(234,633

)

Effect of exchange rate changes on cash and cash equivalents

(8,879

)

7,811

Net change in cash and cash equivalents

452,190

(332,963

)

Cash and cash equivalents at beginning of year

242,652

575,615

Cash and cash equivalents at end of year

694,842

242,652

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES

THREE MONTHS ENDED DECEMBER 31, 2021 AND 2020

(UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

Adjusted non-GAAP net income is GAAP net income with the following modifications: (1) elimination of share-based compensation; (2) elimination of certain acquisition related integration costs; (3) elimination of interest costs in excess of the coupon rate associated with outstanding debt; (4) elimination of amortization of patents and intangible assets that we acquired; (5) elimination of change in value on investment; (6) elimination of additional tax expense/benefit from prior years; (7) elimination of gain/loss on sale of assets; (8) elimination of intra-entity transfers; (9) elimination of lease asset impairments and other charges; (10) elimination of leasehold improvement impairments; (11) elimination of disposal related costs; (12) elimination of goodwill impairment on business and (13) elimination of dilutive effect of the convertible debt.

Three Months Ended December 31,

2021

Per Diluted Share *

2020

Per Diluted Share *

Net income from continuing operations

369,982

7.62

41,728

0.91

Plus:

Share based compensation (1)

4,302

0.09

4,233

0.10

Acquisition related integration costs (2)

1,924

0.04

7,727

0.17

Interest costs (3)

6,309

0.13

4,765

0.11

Amortization (4)

28,581

0.59

38,385

0.86

Investments (5)

(307,739

)

(6.40

)

1,713

0.04

Tax expense from prior years (6)

—

533

0.01

Sale of assets (7)

(1,508

)

(0.03

)

651

0.01

Intra-entity transfers (8)

—

(1,856

)

(0.04

)

Lease asset impairments and other charges (9)

2,342

0.05

1,973

0.04

Leasehold improvement impairments (10)

—

Disposal related costs (11)

135

—

Goodwill impairment on business (12)

(33

)

—

Convertible debt dilution (13)

—

0.08

—

0.02

Adjusted non-GAAP net income from continuing operations

104,295

2.17

99,913

2.24

* The reconciliation of net income per share from GAAP to Adjusted non-GAAP may not foot since each is calculated independently.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES

TWELVE MONTHS ENDED DECEMBER 31, 2021 AND 2020

(UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

Twelve Months Ended December 31,

2021

Per Diluted Share *

2020

Per Diluted Share *

Net income from continuing operations

387,547

8.09

27,365

0.58

Plus:

Share based compensation (1)

15,510

0.34

19,566

0.42

Acquisition related integration costs (2)

6,672

0.14

10,530

0.23

Interest costs (3)

18,769

0.41

18,497

0.40

Amortization (4)

127,258

2.75

124,247

2.68

Investments (5)

(312,747

)

(6.77

)

33,173

0.72

Tax expense from prior years (6)

—

5,448

0.12

Sale of assets (7)

14,896

0.32

(9,428

)

(0.20

)

Intra-entity transfers (8)

—

(4,712

)

(0.10

)

Lease asset impairments and other charges (9)

9,793

0.21

11,390

0.25

Leasehold improvement impairments (10)

—

2,840

0.06

Disposal related costs (11)

407

0.01

—

Goodwill impairment on business (12)

24,602

0.53

—

Convertible debt dilution (13)

—

0.30

—

(0.03

)

Adjusted non-GAAP net income from continuing operations

292,707

6.33

238,916

5.13

* The reconciliation of net income per share from GAAP to Adjusted non-GAAP may not foot since each is calculated independently.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES

THREE MONTHS ENDED DECEMBER 31, 2021 AND 2020

(UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

Three Months Ended December 31,

2021

2020

Cost of revenues

45,718

46,159

Plus:

Share based compensation (1)

(86

)

(77

)

Acquisition related integration costs (2)

(96

)

(57

)

Amortization (4)

(251

)

(143

)

Adjusted non-GAAP cost of revenues

45,285

45,882

Sales and marketing

138,100

114,610

Plus:

Share based compensation (1)

(409

)

(218

)

Acquisition related integration costs (2)

(178

)

(1,117

)

Lease asset impairments and other charges (9)

—

(76

)

Leasehold improvement impairments (10)

—

)

Adjusted non-GAAP sales and marketing

137,513

113,196

Research, development and engineering

21,875

19,038

Plus:

Share based compensation (1)

(593

)

(364

)

Acquisition related integration costs (2)

(357

)

(627

)

Lease asset impairments and other charges (9)

—

(35

)

Adjusted non-GAAP research, development and engineering

20,925

18,012

General and administrative

117,541

126,398

Plus:

Share based compensation (1)

(5,039

)

(4,629

)

Acquisition related integration costs (2)

(2,903

)

(7,990

)

Amortization (4)

(45,053

)

(46,875

)

Investments (5)

(1,500

)

—

Lease asset impairments and other charges (9)

(3,134

)

(2,610

)

Leasehold improvement impairments (10)

—

(23

)

Disposal related costs (11)

(135

)

Adjusted non-GAAP general and administrative

59,777

64,270

Interest expense, net

(16,810

)

(20,836

)

Plus:

Interest costs (3)

1,979

6,292

Adjusted non-GAAP interest expense, net

(14,831

)

(14,544

)

Loss on debt extinguishment

(4,527

)

—

Plus:

Interest costs (3)

7,323

—

Adjusted non-GAAP loss on debt extinguishment

2,796

—

(Loss) gain on sale of businesses

—

Plus:

Sale of assets (7)

—

Adjusted non-GAAP (loss) gain on sale of businesses

—

Unrealized gain on short-term investment

290,073

—

Plus:

Investments (5)

(289,512

)

—

Adjusted non-GAAP unrealized gain on short-term investment

561

—

Other income (expense), net

1,759

4,034

Plus:

Acquisition related integration costs (2)

—

(208

)

Sale of assets (7)

290

—

Intra-entity transfers (8)

—

(2,121

)

Lease asset impairments and other charges (9)

—

(385

)

Adjusted non-GAAP other income (expense), net

2,049

1,320

Income tax expense

5,156

18,781

Plus:

Share based compensation (1)

1,825

1,055

Acquisition related integration costs (2)

1,610

1,857

Interest costs (3)

2,993

1,527

Amortization (4)

16,723

8,633

Investments (5)

478

(1,174

)

Tax benefit from prior years (6)

—

(533

)

Sale of assets (7)

1,798

(650

)

Intra-entity transfers (8)

—

(265

)

Lease asset impairments and other charges (9)

792

363

Disposal related costs (11)

—

(36

)

Goodwill impairment on business (12)

—

Adjusted non-GAAP income tax expense

31,408

29,558

Income (loss) from equity method investment, net

19,249

(539

)

Plus:

Investments (5)

(19,249

)

539

Adjusted non-GAAP income (loss) from equity method investment, net

—

Total adjustments

265,687

(58,185

)

GAAP net income per diluted share from continuing operations

7.62

0.91

Adjustments *

(5.45

)

1.33

Adjusted non-GAAP net income per diluted share from continuing operations

2.17

2.24

* The reconciliation of net income per share from GAAP to Adjusted non-GAAP may not foot since each is calculated independently.

The Company discloses Adjusted non-GAAP Earnings Per Share (“EPS”) as a supplemental Non-GAAP financial performance measure, as it believes it is a useful metric by which to compare the performance of its business from period to period. The Company also understands that this Adjusted non-GAAP measure is broadly used by analysts, rating agencies and investors in assessing the Company’s performance. Accordingly, the Company believes that the presentation of this Adjusted non-GAAP financial measure provides useful information to investors.

Adjusted non-GAAP EPS is not in accordance with, or an alternative to, net income per share and may be different from Non-GAAP measures with similar or even identical names used by other companies. In addition, this Adjusted non-GAAP measure is not based on any comprehensive set of accounting rules or principles. This Adjusted non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES

TWELVE MONTHS ENDED DECEMBER 31, 2021 AND 2020

(UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

Twelve Months Ended December 31,

2021

2020

Cost of revenues

188,053

178,403

Plus:

Share based compensation (1)

(306

)

(332

)

Acquisition related integration costs (2)

(382

)

(227

)

Amortization (4)

(1,548

)

(1,694

)

Adjusted non-GAAP cost of revenues

185,817

176,150

Sales and marketing

493,049

366,359

Plus:

Share based compensation (1)

(1,288

)

(1,011

)

Acquisition related integration costs (2)

(1,824

)

(1,803

)

Lease asset impairments and other charges (9)

—

(76

)

Leasehold improvement impairments (10)

—

)

Adjusted non-GAAP sales and marketing

489,937

363,466

Research, development and engineering

78,874

57,148

Plus:

Share based compensation (1)

(1,984

)

(1,396

)

Acquisition related integration costs (2)

(1,457

)

(606

)

Lease asset impairments and other charges (9)

—

(35

)

Adjusted non-GAAP research, development and engineering

75,433

55,111

General and administrative

457,692

420,295

Plus:

Share based compensation (1)

(20,551

)

(19,781

)

Acquisition related integration costs (2)

(7,469

)

(10,752

)

Amortization (4)

(185,855

)

(156,377

)

Investments (5)

(1,500

)

—

Lease asset impairments and other charges (9)

—

(14,830

)

Leasehold improvement impairments (10)

(12,988

)

(3,628

)

Disposal related costs (11)

(607

)

Adjusted non-GAAP general and administrative

228,722

214,926

Goodwill impairment on business

(32,629

)

—

Plus:

Goodwill impairment on business (12)

32,630

—

Adjusted non-GAAP goodwill impairment on business

—

Interest expense, net

(79,031

)

(56,188

)

Plus:

Interest costs (3)

18,482

24,384

Tax expense from prior years (6)

—

Adjusted non-GAAP interest expense, net

(60,549

)

(31,804

)

Loss on debt extinguishment

(4,527

)

—

Plus:

Interest costs (3)

7,323

—

Adjusted non-GAAP loss on debt extinguishment

2,796

—

(Loss) gain on sale of businesses

(21,798

)

17,122

Plus:

Sale of assets (7)

22,088

(16,654

)

Adjusted non-GAAP (loss) gain on sale of businesses

290

468

Loss on investments, net

(16,677

)

(20,991

)

Plus:

Investments (5)

16,677

20,826

Sale of assets (7)

—

Adjusted non-GAAP loss on investments, net

—

(165

)

Unrealized gain on short-term investment

290,073

—

Plus:

Investments (5)

(289,512

)

—

Adjusted non-GAAP unrealized gain on short-term investment

561

—

Other income (expense), net

1,293

Plus:

Acquisition related integration costs (2)

—

(209

)

Sale of assets (7)

—

(386

)

Intra-entity transfers (8)

—

(619

)

Lease asset impairments and other charges (9)

(5,385

)

Adjusted non-GAAP other income (expense), net

1,293

(6,534

)

Income tax (benefit) expense

(15,944

)

37,929

Plus:

Share based compensation (1)

8,619

2,954

Acquisition related integration costs (2)

4,460

2,649

Interest costs (3)

7,036

5,887

Amortization (4)

60,145

33,824

Investments (5)

5,567

(1,174

)

Tax (benefit) expense from prior years (6)

—

(5,448

)

Sale of assets (7)

7,192

(7,678

)

Intra-entity transfers (8)

—

(673

)

Lease asset impairments and other charges (9)

—

3,164

Leasehold improvement impairments (10)

3,195

791

Disposal related costs (11)

200

—

Goodwill impairment on business (12)

8,028

—

Adjusted non-GAAP income tax (benefit) expense

88,498

72,225

Income (loss) from equity method investment, net

35,845

(11,338

)

Plus:

Investments (5)

(35,845

)

11,338

Adjusted non-GAAP income (loss) from equity method investment, net

—

Total adjustments

94,840

(211,551

)

GAAP net income per diluted share from continuing operations

8.09

0.58

Adjustments *

(1.76

)

4.55

Adjusted non-GAAP net income per diluted share from continuing operations

6.33

5.13

* The reconciliation of net income per share from GAAP to Adjusted non-GAAP may not foot since each is calculated independently.

Non-GAAP Financial Measures

To supplement its condensed consolidated financial statements, which are prepared and presented in accordance with US GAAP, the Company uses the following Non-GAAP financial measures: Adjusted EBITDA, Adjusted non-GAAP Net Income from continuing operations, and Adjusted non-GAAP Diluted EPS from continuing operations (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 U.S. GAAP. The Company uses these Non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. The Company believes that they provide useful information about core operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making.

(1) Share Based Compensation. The Company excludes stock-based compensation because it is non-cash in nature and because the Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. The Company further believes this measure is useful to investors in that it allows for greater transparency to certain line items in its financial statements. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item.

(2) Acquisition Related Integration Costs. The Company excludes certain acquisition and related integration costs such as adjustments to contingent consideration, severance, lease terminations, retention bonuses and other acquisition-specific items. The Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item.

(3) Interest Costs. In June 2014, the Company issued $402.5 million aggregate principal amount of 3.25% convertible senior notes and in November 2019, the Company issued $550.0 million aggregate principal amount of 1.75% convertible senior notes. In accordance with GAAP, the Company separately accounts for the value of the liability and equity features of its outstanding convertible senior notes in a manner that reflects the Company’s non-convertible debt borrowing rate. The value of the conversion feature, reflected as a debt discount, is amortized to interest expense over time. Accordingly, the Company recognizes imputed interest expense on its 3.25% and 1.75% convertible senior notes of approximately 5.8% and 5.5%, respectively, in its statement of operations. The Company excludes the difference between the imputed interest expense and the coupon interest expense of 3.25% and 1.75%, respectively, because it is non-cash in nature and because the Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding core operational performance. In addition, the Company has excluded the difference between the imputed and coupon interest expense associated with the 4.625% Senior Notes. The Company has determined excluding these items from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item.

(4) Amortization. The Company excludes amortization of patents and acquired intangible assets because it is non-cash in nature and because the Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item.

(5) Change in Value on Investments. The Company excludes the change in value on its investments. The Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(6) Tax Expense/Benefit from Prior Years. The Company excludes certain income tax-related items in respect of income tax audit settlements and their related reversals of income tax reserves accounted for through ASC 740-10. The Company believes that the Non-GAAP financial measures excluding these items provide meaningful supplemental information regarding operational performance. In addition, excluding these items from the Non-GAAP measures facilitates comparisons to historical operating results.

(7) Gain (Loss) on Sale of Assets. The Company excludes the gain (loss) on sale of certain of its assets. The Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(8) Intra-Entity Transfers. The Company excludes certain effects of intra-entity transfers to the extent the related tax asset or liability in the financial statement is not recovered or settled, respectively during the year. During December 2019, the Company entered into an intra-entity asset transfer that resulted in the recording of a tax benefit and related tax asset representing tax deductible amounts to be realized in future years which is expected to be recovered over a period of up to 20 years and related foreign currency fluctuations. The Company believes that the Non-GAAP financial measures excluding the cumulative future unrealized benefit of the assets transferred and including the tax benefit in the year of realization provides meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(9) Lease Asset Impairments and Other Charges. The Company excludes lease asset impairments and other charges as they are non-cash in nature and because the Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(10) Leasehold Improvement Impairments. The Company excludes leasehold improvement impairments as they are non-cash in nature and because the Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(11) Disposal related Costs. The Company excludes expenses associated with the disposal of certain businesses. The Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(12) Goodwill Impairment on Business. The Company excludes the goodwill impairment on business because it is non-cash in nature and the Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(13) Convertible Debt Dilution. The Company excludes convertible debt dilution from diluted EPS. The Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

The Company presents Adjusted non-GAAP Cost of Revenues, Adjusted non-GAAP Research, Development and Engineering, Adjusted non-GAAP Sales and Marketing, Adjusted non-GAAP General and Administrative, Adjusted non-GAAP Interest Expense, Adjusted Gain on Sale of Businesses, Adjusted non-GAAP Loss on Investments, Adjusted non-GAAP Other (Income) Expense, Adjusted non-GAAP Income Tax Provision, Adjusted non-GAAP (Income) Loss from Equity Method Investment, Net and Adjusted non-GAAP Net Income because the Company believes that these provide useful information about our operating results and enhance the overall understanding of past financial performance and future prospects.

Pro-Forma Financial Results

Key pro-forma financial results for the three and twelve months ended December 31, 2021 and 2020, are set forth in the following table (in millions, except per share amounts). The financial results below exclude the operating results from continuing operations, on a pro-forma basis, of Voice assets in Australia, New Zealand, and the United Kingdom as well as the sale of the Company’s B2B Backup business as if they had occurred January 1, 2020.

Three Months Ended

Twelve Months Ended

Q4 2021

Q4 2020

Q4 2021

Q4 2020

Total Revenues

$408.6 million

$384.1 million

$1,416.7 million

$1,158.8 million

Pro-Forma Revenue Adjustments

$— million

$(14.0) million

$(33.5) million

$(68.1) million

Pro-Forma Total Revenue: (1)

$408.6 million

$370.1 million

$1,383.2 million

$1,090.7 million

Adjusted Non-GAAP Net Income per Diluted Share from Continuing Operations (1)

$2.17

$2.24

$6.33

$5.13

Pro-Forma Net Income per Diluted Share from Continuing Operations Adjustments

$—

$(0.08)

$(0.22)

$(0.48)

Adjusted Pro Forma Net Income per Diluted Share from Continuing Operations (1)

$2.17

$2.16

$6.11

$4.65

GAAP Net Income from Continuing Operations

$370.0 million

$41.7 million

$387.5 million

$27.4 million

Pro-Forma Net Income from Continuing Operations Adjustments

$(265.7) million

$54.5 million

$(105.0) million

$189.0 million

Adjusted Pro-Forma Net Income from Continuing Operations

$104.3 million

$96.2 million

$282.5 million

$216.4 million

Adjusted EBITDA (1)

$161.6 million

$157.1 million

$498.7 million

$404.5 million

Pro-Forma EBITDA Adjustments

$— million

$(5.8) million

$(14.1) million

$(26.8) million

Adjusted Pro-Forma EBITDA (1)

$161.6 million

$151.3 million

$484.6 million

$377.7 million

Adjusted EBITDA Margin (1)

39.5%

40.9%

35.2%

34.9%

Pro-Forma EBITDA Margin Adjustments

0.0%

—%

(0.2)%

(0.3)%

Adjusted Pro-Forma EBITDA Margin (1)

39.5%

40.9%

35.0%

34.6%

(1) Refer to the notes earlier in this Release.

ZIFF DAVIS, INC. AND SUBSIDIARIES

NET INCOME TO ADJUSTED EBITDA RECONCILIATION

THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2021 AND 2020

(UNAUDITED, IN THOUSANDS)

The following table sets forth a reconciliation of Adjusted EBITDA to net income from continuing operations, the most directly comparable GAAP financial measure.

Three Months Ended December 31,

Twelve Months Ended December 31,

2021

2020

2021

2020

Net income from continuing operations

369,982

41,728

387,547

27,365

Plus:

Interest expense, net

16,810

20,836

79,031

56,188

Loss on debt extinguishment

4,527

—

4,527

—

Loss (gain) on sale of businesses

—

21,798

(17,122

)

Loss on investments, net

—

16,677

20,991

Unrealized gain on short-term investment

(290,073

)

—

(290,073

)

—

Other income, net

(1,759

)

(4,034

)

(1,293

)

(65

)

Income tax expense (benefit)

5,156

18,781

(15,944

)

37,929

(Income) loss from equity method investment, net

(19,249

)

539

(35,845

)

11,338

Depreciation and amortization

61,791

61,476

249,293

216,982

Reconciliation of GAAP to Adjusted non-GAAP financial measures:

Share-based compensation

6,127

5,289

24,129

22,521

Acquisition-related integration costs

3,535

9,791

11,132

13,388

Lease asset impairments and other charges

3,133

2,721

12,988

14,940

Disposal related costs

135

—

606

—

Investments

1,500

—

1,500

—

Goodwill impairment on business

—

32,629

—

Adjusted EBITDA

161,615

157,127

498,702

404,455

Adjusted EBITDA as calculated above represents earnings before interest, gain on sale of businesses, goodwill impairment of business, loss on investments, net, other (income) expense, net, income tax expense, (income) loss from equity method investments, net, depreciation and amortization and the items used to reconcile GAAP to Adjusted non-GAAP financial measures, including (1) share-based compensation, (2) certain acquisition-related integration costs, and (3) lease asset impairments and other charges. We disclose Adjusted EBITDA as a supplemental Non-GAAP financial performance measure as we believe it is a useful metric by which to compare the performance of our business from period to period. We understand that measures similar to Adjusted EBITDA are broadly used by analysts, rating agencies and investors in assessing our performance. Accordingly, we believe that the presentation of Adjusted EBITDA provides useful information to investors.

Adjusted EBITDA is not in accordance with, or an alternative to, net income, and may be different from Non-GAAP measures used by other companies. In addition, Adjusted EBITDA is not based on any comprehensive set of accounting rules or principles. This Adjusted non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP.

ZIFF DAVIS, INC. AND SUBSIDIARIES

NON-GAAP FINANCIAL MEASURES

(UNAUDITED, IN THOUSANDS)

YTD

2021

Net cash provided by operating activities from continuing and discontinued operations

178,724

111,298

140,230

85,319

515,571

Less: Purchases of property and equipment

(26,269

)

(31,497

)

(29,729

)

(26,245

)

(113,740

)

Add: Contingent consideration*

—

685

—

685

Free cash flow from continuing and discontinued operations

152,455

80,486

110,501

59,074

402,516

YTD

2020

Net cash provided by operating activities from continuing and discontinued operations

102,036

139,591

114,382

124,070

480,079

Less: Purchases of property and equipment

(26,885

)

(23,652

)

(20,729

)

(21,286

)

(92,552

)

Add: Contingent consideration*

20,054

—

20,202

Free cash flow from continuing and discontinued operations

95,205

115,939

93,702

102,883

407,729

* Free Cash Flows from Continuing and Discontinued Operations of $80.5 million for Q2 2021, $95.2 million for Q1 2020, $93.7 million for Q3 2020 and $102.9 million for Q4 2020 is before the effect of payments associated with certain contingent consideration associated with recent acquisitions.

The Company discloses free cash flows as supplemental Non-GAAP financial performance measure, as it believes it is a useful metric by which to compare the performance of its business from period to period. The Company also understands that this Non-GAAP measure is broadly used by analysts, rating agencies and investors in assessing the Company’s performance. Accordingly, the Company believes that the presentation of this Non-GAAP financial measure provides useful information to investors.

Free cash flows is not in accordance with, or an alternative to, Cash Flows from Operating Activities, and may be different from Non-GAAP measures with similar or even identical names used by other companies. In addition, the Non-GAAP measure is not based on any comprehensive set of accounting rules or principles. This Non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES

THREE MONTHS ENDED DECEMBER 31, 2021

(UNAUDITED, IN THOUSANDS)

Digital

Cybersecurity

Media

and Martech

Corporate

Total

Revenues

GAAP revenues

325,747

82,881

—

408,628

Gross profit

GAAP gross profit

300,891

62,028

)

362,910

Non-GAAP adjustments:

Share-based compensation

—

Acquisition related integration costs

—

Amortization

—

251

—

251

Adjusted non-GAAP gross profit

300,965

62,387

)

363,343

Operating profit

Income (loss) from operations

92,582

9,333

(16,521

)

85,394

Non-GAAP adjustments:

Share-based compensation

2,179

1,226

2,722

6,127

Acquisition related integration costs

856

1,472

1,207

3,535

Amortization

32,746

12,235

45,053

Lease asset impairments and other charges

3,666

(533

)

—

3,133

Disposal related costs

—

135

Investments

—

1,500

1,500

Adjusted non-GAAP operating profit (loss)

132,029

23,818

(10,970

)

144,877

Depreciation

13,508

3,230

—

16,738

Adjusted EBITDA

145,537

27,048

(10,970

)

161,615

NOTE 1: Table above excludes certain intercompany allocations

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES

THREE MONTHS ENDED DECEMBER 31, 2020

(UNAUDITED, IN THOUSANDS)

Digital

Cybersecurity

Media

and Martech

Corporate

Total

Revenues

GAAP revenues

297,868

86,187

—

384,055

Gross profit

GAAP gross profit

275,895

62,001

—

337,896

Non-GAAP adjustments:

Share-based compensation

—

Acquisition related integration costs

—

Amortization

—

143

—

143

Adjusted non-GAAP gross profit

275,898

62,275

—

338,173

Operating profit

Income (loss) from operations

85,571

9,579

(17,300

)

77,850

Non-GAAP adjustments:

Share-based compensation

1,334

943

3,012

5,289

Acquisition related integration costs

8,116

337

1,338

9,791

Amortization

32,903

14,007

109

47,019

Lease asset impairments and other charges

2,721

—

2,721

Adjusted non-GAAP operating profit (loss)

130,645

24,866

(12,841

)

142,670

Depreciation

10,621

3,836

—

14,457

Adjusted EBITDA

141,266

28,702

(12,841

)

157,127

NOTE 1: Table above excludes certain intercompany allocations

NOTE 2: Table above has been recast to remove the impact of certain expenses associated with the Corporate entity that were previously allocated to the Cybersecurity and Martech and Digital Media businesses.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES

TWELVE MONTHS ENDED DECEMBER 31, 2021

(UNAUDITED, IN THOUSANDS)

Digital

Cybersecurity

Media

and Martech

Corporate

Total

Revenues

GAAP revenues

1,068,476

348,246

—

1,416,722

Gross profit

GAAP gross profit

974,011

254,742

(84

)

1,228,669

Non-GAAP adjustments:

Share-based compensation

292

—

306

Acquisition related integration costs

287

—

382

Amortization

—

1,547

—

1,547

Adjusted non-GAAP gross profit

974,120

256,868

(84

)

1,230,904

Operating profit

Income (loss) from operations

216,950

9,435

(60,379

)

166,006

Non-GAAP adjustments:

Goodwill impairment on business

—

32,629

—

32,629

Share-based compensation

7,734

4,481

11,914

24,129

Acquisition related integration costs

3,449

6,450

1,233

11,132

Amortization

144,621

40,946

288

185,855

Lease asset impairments and other charges

12,229

758

—

12,987

Disposal related costs

—

522

607

Investments

—

1,500

1,500

Adjusted non-GAAP income (loss) from operations

384,983

94,784

(44,922

)

434,845

Depreciation

49,151

14,451

255

63,857

Adjusted EBITDA

434,134

109,235

(44,667

)

498,702

NOTE 1: Table above excludes certain intercompany allocations

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES

TWELVE MONTHS ENDED DECEMBER 31, 2020

(UNAUDITED, IN THOUSANDS)

Digital

Cybersecurity

Media

and Martech

Corporate

Total

Revenues

GAAP revenues

811,130

347,699

—

1,158,829

Gross profit

GAAP gross profit

733,658

246,815

(47

)

980,426

Non-GAAP adjustments:

Share-based compensation

321

—

331

Acquisition related integration costs

—

227

—

227

Amortization

—

1,695

—

1,695

Adjusted non-GAAP gross profit

733,668

249,058

(47

)

982,679

Operating profit

Income (loss) from operations

139,807

52,319

(55,502

)

136,624

Non-GAAP adjustments:

Share-based compensation

5,539

4,138

12,844

22,521

Acquisition related integration costs

11,289

606

1,493

13,388

Amortization

99,901

54,506

3,663

158,070

Lease asset impairments and other charges

14,912

—

14,940

Adjusted non-GAAP income (loss) from operations

271,448

111,597

(37,502

)

345,543

Depreciation

41,788

17,124

—

58,912

Adjusted EBITDA

313,236

128,721

(37,502

)

404,455

NOTE 1: Table above excludes certain intercompany allocations

View source version on businesswire.com: https://www.businesswire.com/news/home/20220214005858/en/

Rebecca Wright Ziff Davis, Inc. 800-577-1790 investor@ziffdavis.com

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