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0001084048false00010840482025-02-242025-02-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 24, 2025

Ziff Davis, Inc.
(Exact name of registrant as specified in its charter)
Delaware
0-25965
47-1053457
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

360 Park Avenue S, 17th Floor
New York, New York  10010
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (212) 503-3500

Former name or former address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value ZD
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On February 24, 2025, Ziff Davis, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its preliminary unaudited financial results for the fourth quarter and year ended December 31, 2024 and financial guidance for fiscal year 2025.




Item 2.02 Results of Operations and Financial Condition.


A copy of the Press Release is furnished as Exhibit 99.1 to this Form 8-K.

Item 7.01 Regulation FD Disclosure.

On February 25, 2025, at 8:30 a.m. Eastern Time, the Company will host its fourth quarter and year-end 2024 earnings conference call and webcast. Via the webcast, the Company will present portions of its February 2025 Investor Presentation, which contains a summary of the Company’s preliminary unaudited financial results for the fiscal quarter and fiscal year ended December 31, 2024, financial estimates for fiscal year 2025, and certain other financial and operating information regarding the Company. A copy of this presentation is furnished as Exhibit 99.2 to this Form 8-K.

NOTE: The information in Item 2.02 and Item 7.01 and the accompanying Exhibits 99.1 and 99.2 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements are subject to numerous assumptions, risks and uncertainties that could cause actual results to differ materially from those described in such statements. Such forward-looking statements are based on management’s expectations or beliefs as of February 24, 2025. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive, and regulatory factors, many of which are beyond the Company’s control and are described in our most recent Annual Report on Form 10-K filed by us with the Securities and Exchange Commission (the “SEC”) and the other reports we file from time to time with the SEC. We undertake no obligation to revise or publicly release any updates to such statements based on future information or actual results.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
   
    
Ziff Davis, Inc.
(Registrant)
 
       
Date: February 24, 2025 By: /s/ Jeremy Rossen
    Jeremy Rossen
Executive Vice President, General Counsel and Secretary
    

EX-99.1 2 zd20241231pressrelease.htm EX-99.1 Document
Exhibit 99.1
Ziff Davis Reports Fourth Quarter and Full Year 2024 Financial Results and
Provides 2025 Guidance

NEW YORK, NY -- Ziff Davis, Inc. (NASDAQ: ZD) (“Ziff Davis” or “the Company”) today reported unaudited financial results for the fourth quarter and year ended December 31, 2024.

“We believe 2024 marked an inflection point for the Company as it returned to revenue, adjusted diluted EPS, and free cash flow growth,” said Vivek Shah, Chief Executive Officer of Ziff Davis. “We are also excited to introduce a new segment reporting structure that we believe will aid investors in gaining a better understanding and appreciation of our business.”

FOURTH QUARTER 2024 RESULTS

•Q4 2024 quarterly revenues increased 5.9% to $412.8 million compared to $389.9 million for Q4 2023. 
•Income from operations decreased to $78.5 million compared to $80.7 million for Q4 2023.
•Net income (1) increased 1.0% to $64.1 million compared to $63.4 million for Q4 2023.
•Net income per diluted share (1) increased to $1.43 in Q4 2024 compared to $1.29 for Q4 2023.
•Adjusted EBITDA (2) for the quarter increased 2.5% to $171.8 million compared to $167.6 million for Q4 2023.
•Adjusted net income (2) increased 3.0% to $110.2 million compared to $107.0 million for Q4 2023.
•Adjusted net income per diluted share (1)(2) (or “Adjusted diluted EPS”) for the quarter increased 10.7% to $2.58 compared to $2.33 for Q4 2023.
•Net cash provided by operating activities was $158.2 million in Q4 2024 compared to $92.1 million in Q4 2023. Free cash flow (2) was $131.1 million in Q4 2024 compared to $65.9 million in Q4 2023.
•Ziff Davis ended the quarter with approximately $664.1 million in cash, cash equivalents, and investments after deploying approximately $6.4 million for current and prior year acquisitions during the quarter and $1.2 million primarily related to share repurchases.

FULL YEAR 2024 RESULTS

•2024 yearly revenues increased 2.8% to $1.40 billion compared to $1.36 billion for 2023. 
•Income from operations decreased to $113.6 million compared to $132.6 million for 2023. This includes a $85.3 million goodwill impairment recognized in 2024 compared to a $56.9 million goodwill impairment recognized in 2023.
•Net income (1) increased 51.9% to $63.0 million compared to $41.5 million for 2023.
•Net income per diluted share (1) increased to $1.42 in 2024 compared to $0.89 for 2023.
•Adjusted EBITDA (2) for the year increased 2.3% to $493.5 million compared to $482.3 million for 2023.
•Adjusted net income (2) for the year increased 2.5% to $294.5 million compared to $287.4 million for 2023.
•Adjusted diluted EPS (1)(2) for the year increased 6.9% to $6.62 compared to $6.19 for 2023.
•Net cash provided by operating activities was $390.3 million in 2024 compared to $320.0 million in 2023. Free cash flow (2) was $283.7 million in 2024 compared to $211.2 million in 2023.
•Ziff Davis deployed approximately $225.4 million for current and prior year acquisitions during the year and $185.2 million related to share repurchases in 2024.

1


The following table reflects results for the three months and year ended December 31, 2024 and 2023, respectively (in millions, except per share amounts).
(Unaudited)
Three months ended
December 31,
% Change
Years ended
December 31,
% Change
2024 2023 2024 2023
Revenues
Technology & Shopping $132.9 $105.2 26.3% $361.9 $330.6 9.5%
Gaming & Entertainment $50.9 $49.2 3.5% $180.3 $168.8 6.8%
Health & Wellness $105.7 $106.5 (0.7)% $362.4 $361.9 0.1%
Connectivity $54.3 $57.0 (4.9)% $213.6 $211.5 1.0%
Cybersecurity and Martech $69.0 $72.0 (4.0)% $283.5 $291.2 (2.6)%
Total revenues (3)
$412.8 $389.9 5.9% $1,401.7 $1,364.0 2.8%
Income from operations
$78.5 $80.7 (2.7)% $113.6 $132.6 (14.3)%
Operating income margin
19.0% 20.7% (1.7)% 8.1% 9.7% (1.6)%
Net income (1)
$64.1 $63.4 1.0% $63.0 $41.5 51.9%
Net income per diluted share (1)
$1.43 $1.29 10.9% $1.42 $0.89 59.6%
Adjusted EBITDA (2)
$171.8 $167.6 2.5% $493.5 $482.3 2.3%
Adjusted EBITDA margin (2)
41.6% 43.0% (1.4)% 35.2% 35.4% (0.2)%
Adjusted net income (1)(2)
$110.2 $107.0 3.0% $294.5 $287.4 2.5%
Adjusted diluted EPS (1)(2)
$2.58 $2.33 10.7% $6.62 $6.19 6.9%
Net cash provided by operating activities
$158.2 $92.1 71.8% $390.3 $320.0 22.0%
Free cash flow (2)
$131.1 $65.9 99.0% $283.7 $211.2 34.3%
Notes:
(1)
GAAP effective tax rates were approximately 18.3% and 17.0% for the three months ended December 31, 2024 and 2023, respectively, and 44.4% and 32.2% for the year ended December 31, 2024 and 2023, respectively. Adjusted effective tax rates were approximately 22.8% and 22.5% for the three months ended December 31, 2024 and 2023, respectively, and 23.5% and 23.3% for the year ended December 31, 2024 and 2023, respectively.
(2)
For definitions of non-GAAP financial measures and reconciliations of GAAP to non-GAAP financial measures refer to section “Non-GAAP Financial Measures” further in this release.
(3) The revenues associated with each of the businesses may not foot precisely since each is presented independently.

ZIFF DAVIS GUIDANCE

The Company’s full year 2025 outlook is as follows (in millions, except per share data):
2024 Actual
2025 Range of Estimates
Growth
(unaudited) Low High Low High
Revenue $ 1,402  $ 1,442  $ 1,502  2.9  % 7.2  %
Adjusted EBITDA $ 494  $ 505  $ 542  2.3  % 9.8  %
Adjusted diluted EPS* $ 6.62  $ 6.64  $ 7.28  0.3  % 10.0  %
* It is anticipated that the Adjusted effective tax rate for 2025 will be between 23.25% and 25.25%.

A reconciliation of forward-looking Adjusted EBITDA and Adjusted diluted EPS to the corresponding GAAP financial measures is not available without unreasonable effort due primarily to variability and difficulty in making accurate forecasts and projections of certain non-operating items such as (Gain) loss on investments, net, Other (income) loss, net, and other unanticipated items that may arise in the future.

SEGMENT REALIGNMENT

Following changes to our internal reporting structure, the Company concluded that it has five operating segments, which are now presented as the following five reportable segments: 1) Technology & Shopping, 2) Gaming & Entertainment, 3) Health & Wellness, 4) Connectivity, and 5) Cybersecurity & Martech.
2


Prior period segment information is presented on a comparable basis to conform to this new segment presentation with no effect on previously reported consolidated results.

EARNINGS CONFERENCE CALL AND AUDIO WEBCAST

Ziff Davis will host a live audio webcast and conference call discussing its fourth quarter and year-end 2024 financial results on Tuesday, February 25, 2025, 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, health and wellness, connectivity, 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, the “Ziff Davis Guidance” section regarding the Company’s expected fiscal 2025 financial performance, and our discussion of net cash provided by operating activities and free cash flow. These forward-looking statements are based on management’s current expectations or beliefs and are subject to numerous assumptions, risks, and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These factors and uncertainties include, among other items: the Company’s ability to grow advertising, licensing, and subscription revenues, profitability, and cash flows, particularly in light of an uncertain U.S. or worldwide economy, including the possibility of economic downturn or recession; the Company’s ability to make interest and debt payments; the Company’s ability to identify, close, and successfully transition acquisitions; customer growth and retention; the Company’s ability to create compelling content; our reliance on third-party platforms; the threat of content piracy and developments related to artificial intelligence; increased competition and rapid technological changes; variability of the Company’s revenue based on changing conditions in particular industries and the economy generally; protection of the Company’s proprietary technology or infringement by the Company of intellectual property of others; the risk of losing critical third-party vendors or key personnel; the risks associated with fraudulent activity, system failure, or a security breach; risks related to our ability to adhere to our internal controls and procedures; the risk of adverse changes in the U.S. or international regulatory environments, including but not limited to the imposition or increase of taxes or regulatory-related fees; the risks related to supply chain disruptions, inflationary conditions, and rising interest rates; the risk of liability for legal and other claims; and the numerous other factors set forth in Ziff Davis’ filings with the Securities and Exchange Commission (“SEC”). For a more detailed description of the risk factors and uncertainties affecting Ziff Davis, refer to our most recent Annual Report on Form 10-K and the other reports filed by Ziff Davis from time-to-time with the SEC, each of which is available at www.sec.gov. The forward-looking statements provided in this press release, including those contained in Vivek Shah’s quote, in the “Ziff Davis Guidance” portion regarding the Company’s expected fiscal 2025 financial performance, and our discussion of net cash provided by operating activities and free cash flows 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.
3


ZIFF DAVIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED, IN THOUSANDS)
December 31,
2024 2023
ASSETS    
Cash and cash equivalents $ 505,880  $ 737,612 
Short-term investments —  27,109 
Accounts receivable, net of allowances of $8,148 and $6,871, respectively
660,223  337,703 
Prepaid expenses and other current assets 105,966  88,570 
Total current assets 1,272,069  1,190,994 
Long-term investments 158,187  140,906 
Property and equipment, net of accumulated depreciation of $361,710 and $327,015, respectively
197,216  188,169 
Intangible assets, net 425,749  325,406 
Goodwill 1,580,258  1,546,065 
Deferred income taxes 7,487  8,731 
Other assets 63,368  70,751 
TOTAL ASSETS $ 3,704,334  $ 3,471,022 
LIABILITIES AND STOCKHOLDERS’ EQUITY  
Accounts payable and accrued expenses $ 670,769  $ 216,936 
Income taxes payable, current 19,715  14,458 
Deferred revenue, current 199,664  184,549 
Other current liabilities 9,499  15,890 
Total current liabilities 899,647  431,833 
Long-term debt 864,282  1,001,312 
Deferred revenue, noncurrent 5,504  8,169 
Income taxes payable, noncurrent —  8,486 
Liability for uncertain tax positions 30,296  36,055 
Deferred income taxes 46,018  45,503 
Other noncurrent liabilities 47,705  46,666 
TOTAL LIABILITIES 1,893,452  1,578,024 
Common stock 428  461 
Additional paid-in capital 491,891  472,201 
Retained earnings 1,401,034  1,491,956 
Accumulated other comprehensive loss (82,471) (71,620)
TOTAL STOCKHOLDERS’ EQUITY 1,810,882  1,892,998 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 3,704,334  $ 3,471,022 

4


ZIFF DAVIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED, IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
Three months ended December 31,
Years ended
December 31,
2024 2023 2024 2023
Total revenues $ 412,823  $ 389,885  $ 1,401,688  $ 1,364,028 
Operating costs and expenses:
Direct costs 53,242  45,070  200,323  185,650 
Sales and marketing 150,510  126,449  519,694  487,365 
Research, development, and engineering 17,549  15,532  67,373  68,860 
General, administrative, and other related costs 53,029  52,483  203,461  195,726 
Depreciation and amortization 59,971  69,631  211,916  236,966 
Goodwill impairment —  —  85,273  56,850 
Total operating costs and expenses 334,301  309,165  1,288,040  1,231,417 
Income from operations 78,522  80,720  113,648  132,611 
Interest expense, net (6,391) (2,251) (13,988) (20,031)
Loss on sale of businesses —  —  (3,780) — 
Income (loss) on investments, net —  1,065  (7,654) (28,138)
Other income (loss), net 2,438  (3,486) 4,968  (9,468)
Income before income tax expense and income (loss) from equity method investment
74,569  76,048  93,194  74,974 
Income tax expense (13,610) (12,962) (41,370) (24,142)
Income (loss) from equity method investment, net of tax 3,128  336  11,223  (9,329)
Net income $ 64,087  $ 63,422  $ 63,047  $ 41,503 
Net income per common share:
Basic $ 1.51  $ 1.39  $ 1.42  $ 0.89 
Diluted $ 1.43  $ 1.29  $ 1.42  $ 0.89 
Weighted average shares outstanding:
Basic 42,577,188  45,772,689  44,457,071  46,400,941 
Diluted 46,690,090  50,985,086  44,519,693  46,464,261 
5


ZIFF DAVIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
                                                               Years ended December 31,
2024 2023
Cash flows from operating activities:
Net income $ 63,047  $ 41,503 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 211,916  236,966 
Non-cash operating lease costs 10,923  11,141 
Share-based compensation 40,915  31,920 
Provision for credit losses on accounts receivable
2,898  2,809 
Deferred income taxes, net (18,822) (30,017)
Loss on sale of businesses 3,780  — 
Goodwill impairment 85,273  56,850 
Changes in fair value of contingent consideration —  (200)
(Income) loss from equity method investments (11,223) 9,329 
Loss on investment, net 7,654  28,138 
Other 3,601  5,159 
Decrease (increase) in:
Accounts receivable (153,121) (35,371)
Prepaid expenses and other current assets (17,153) (8,700)
Other assets 11,367  (5,574)
Increase (decrease) in:
Accounts payable 171,280  9,419 
Deferred revenue 5,043  (6,802)
Accrued liabilities and other current liabilities (27,063) (26,608)
Net cash provided by operating activities
390,315  319,962 
Cash flows from investing activities:
Purchases of property and equipment (106,635) (108,729)
Acquisition of businesses, net of cash received (217,570) (9,492)
Purchase of equity investments —  (11,858)
Proceeds from sale of equity investments 19,455  3,174 
Proceeds from sale of businesses, net of cash divested 7,860  — 
Other (565) (503)
Net cash used in investing activities (297,455) (127,408)
Cash flows from financing activities:
Payment of debt (134,989) — 
Debt extinguishment costs (277) — 
Repurchase of common stock (185,181) (108,527)
Issuance of common stock under employee stock purchase plan 8,371  8,727 
Deferred payments for acquisitions (7,842) (15,241)
Other (1,076) 250 
Net cash used in financing activities
(320,994) (114,791)
Effect of exchange rate changes on cash and cash equivalents (3,598) 7,056 
Net change in cash and cash equivalents (231,732) 84,819 
Cash and cash equivalents at beginning of year 737,612  652,793 
Cash and cash equivalents at end of year $ 505,880  $ 737,612 
6


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, (2) certain measures are used to determine the amount of annual incentive compensation paid to our named executive officers, and (3) they are used by the analyst community to help them analyze the health of our business.
These non-GAAP financial measures are not measures presented in accordance with GAAP, and our use of these terms may vary from that of other companies, limiting their usefulness for comparison purposes. These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. These non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP.
Non-GAAP financial measures exclude the certain items listed below. We believe that excluding these items from the non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which exclude similar items. We believe that non-GAAP financial measures 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, but not limited to:
•Interest expense, net. Interest expense is generated primarily from interest due on outstanding debt, partially offset by interest income generated from the interest earned on cash, cash equivalents, and investments;
•(Gain) loss on debt extinguishment, net. This is a non-cash expense that relates to extinguishments of long-term debt obligations. We believe this (gain) loss does not represent recurring core business operating results of the Company;
•(Gain) loss on sale of business. This gain or loss relates to the sales of businesses and does not represent recurring core business operating results of the Company;
•(Gain) loss on investments, net. This item includes realized gains and losses, unrealized gains and losses, and impairment charges on debt and equity investments. The amount of gain or loss depends on the share price for investments with readily determinable fair value and on observable price changes for investments without a readily determinable fair value, and does not represent core business operating results of the Company;
•Other (income) loss, net. This income or expense relates to other non-operating items and does not represent recurring core business operating results of the Company;
•Income tax (benefit) expense. This benefit or expense depends on the pre-tax loss or income of the Company, statutory tax rates, tax regulations, and different tax rates in various jurisdictions in which the Company operates and which the Company does not have the control over;
•(Income) loss from equity method investments, net. This is a non-cash expense as it relates primarily to our investment in OCV Fund I, LP (the “Fund”). We believe that gain or loss resulting from our equity method investment does not represent core business operating results of the Company;
•Depreciation and amortization. This is a non-cash expense at it relates to use and associated reduction in value of certain assets including equipment, fixtures, and certain capitalized internal-used software and website development costs, and identifiable definite-lived intangible assets of the acquired businesses;
•Share-based compensation. This is a non-cash expense as it relates to awards granted under the various share-based incentive plans of the Company. We view the economic cost of share-based awards to be the dilution to our share base;
•Acquisition, integration, and other costs. Includes adjustments to contingent consideration, lease terminations, retention bonuses, other acquisition-specific items, and other costs, such as severance, third-party debt modification costs and legal settlements. These expenses do not represent core business operating results of the Company;
7


•Disposal related costs. These are expenses associated with the disposal of certain businesses that do not represent core business operating results of the Company;
•Lease asset impairments and other charges. These expenses are incurred in connection with impaired right-of-use (“ROU”) assets of the Company. Associated expenses are comprised of insurance, utility, and other charges related to assets that are no longer in use, and partially offset by the sublease income earned. These expenses do not represent core business operating results of the Company; and
•Goodwill impairment. This is a non-cash expense that is recorded when the carrying value of the reporting unit exceeds its fair value and does not represent core business operating results of the Company.
Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Total revenues.
Adjusted net income (loss) 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, net. This reflects the difference between the imputed and coupon interest expense associated with the 4.625% Senior Notes and a charge that the Company determined to be penalty interest associated with the 1.75% Convertible Notes, offset in part by a certain interest income earned by the Company. These net expenses do not represent core business operating results of the Company;
•(Gain) loss on debt extinguishment, net. This is a non-cash expense that relates to extinguishments of long-term debt obligations. We believe this gain or loss does not represent recurring core business operating results of the Company;
•(Gain) loss on sale of business. This gain or loss relates to the sales of businesses and does not represent recurring core business operating results of the Company;
•(Gain) loss on investments, net. This item includes realized gains and losses, unrealized gains and losses, and impairment charges on debt and equity investments. The amount of gain or loss depends on the share price for investments with readily determinable fair value and on observable price changes for investments without a readily determinable fair value, and does not represent core business operating results of the Company;
•(Income) loss from equity method investments, net. This is a non-cash income or expense as it relates primarily to our investment in the OCV Fund. We believe that gains or losses resulting from our equity method investment do not represent core business operating results of the Company;
•Amortization. Includes the amortization of patents and intangible assets that we acquired. This is a non-cash expense as it primarily relates to identifiable definite-lived intangible assets of the acquired businesses. We believe that acquired intangible assets represent cost incurred by the acquiree to build value prior to the acquisition and the amortization of this cost does not represent core business operating results of the Company;
•Share-based compensation. This is a non-cash expense as it relates to awards granted under the various incentive plans of the Company. We view the economic cost of share-based awards to be the dilution to our share base;
•Acquisition, integration, and other costs. Includes adjustments to contingent consideration, lease terminations, retention bonuses, other acquisition-specific items, and other costs, such as severance, third-party debt modification costs and legal settlements. These expenses do not represent core business operating results of the Company;
•Disposal related costs. These are expenses associated with the disposal of certain businesses that do not represent core business operating results of the Company;
•Lease asset impairments and other charges. These expenses are incurred in connection with impaired ROU assets of the Company. Associated expenses are comprised of insurance, utility, and other charges related to assets that are no longer in use, and partially offset by the sublease income earned. These expenses do not represent core business operating results of the Company; and
•Goodwill impairment. This is a non-cash expense that is recorded when the carrying value of the reporting unit exceeds its fair value and does not represent core business operating results of the Company.
Adjusted net income (loss) per diluted share is calculated by dividing Adjusted net income (loss) by the diluted weighted average shares of common stock outstanding excluding 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 (if any).
Adjusted effective tax rate is calculated based upon the GAAP effective tax rate with adjustments for the tax applicable to non-GAAP adjustments to Net income (loss), generally based upon the effective marginal tax rate of each adjustment.


8


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 to Adjusted EBITDA:
Three months ended December 31, Years ended December 31,
2024 2023 2024 2023
Net income
$ 64,087  $ 63,422  $ 63,047  $ 41,503 
Interest expense, net 6,391  2,251  13,988  20,031 
Loss on sale of businesses
—  —  3,780  — 
(Income) loss on investment, net —  (1,065) 7,654  28,138 
Other (income) loss, net
(2,438) 3,486  (4,968) 9,468 
Income tax expense
13,610  12,962  41,370  24,142 
(Income) loss from equity method investments, net
(3,128) (336) (11,223) 7,829 
Depreciation and amortization 59,971  69,633  211,916  236,966 
Share-based compensation 10,282  7,527  40,915  31,920 
Acquisition, integration, and other costs
23,386  9,649  40,194  21,000 
Disposal related costs (350) 375  201  2,217 
Lease asset impairments and other charges (9) (338) 1,361  2,245 
Goodwill impairment
—  —  85,273  56,850 
Adjusted EBITDA $ 171,802  $ 167,566  $ 493,508  $ 482,309 


9


ZIFF DAVIS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)
    
The following table sets forth Revenues and a reconciliation of Income (loss) from operations to Adjusted EBITDA by segment:
Three months ended December 31, 2024
Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech
Corporate (1)
Total
Revenues $ 132,922  $ 50,941  $ 105,671  $ 54,248  $ 69,041  $ —  $ 412,823 
Income (loss) from operations
$ 22,245  $ 20,244  $ 27,058  $ 17,500  $ 9,095  $ (17,620) $ 78,522 
Depreciation and amortization 25,313  2,869  13,849  9,397  8,505  38  59,971 
Share-based compensation 1,164  190  1,411  638  1,097  5,782  10,282 
Acquisition, integration, and other costs
9,710  1,323  4,509  1,987  3,587  2,270  23,386 
Disposal related costs —  —  —  —  —  (350) (350)
Lease asset impairments and other charges (179) 94  —  —  76  —  (9)
Goodwill impairment
—  —  —  —  —  —  — 
Adjusted EBITDA $ 58,253  $ 24,720  $ 46,827  $ 29,522  $ 22,360  $ (9,880) $ 171,802 

Three months ended December 31, 2023
Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech
Corporate (1)
Total
Revenues $ 105,222  $ 49,230  $ 106,449  $ 57,038  $ 71,946  $ —  $ 389,885 
Income (loss) from operations
$ 25,621  $ 22,147  $ 24,169  $ 17,281  $ 5,430  $ (13,928) $ 80,720 
Depreciation and amortization 19,569  2,067  18,074  11,456  18,457  10  69,633 
Share-based compensation 1,001  80  1,136  419  932  3,959  7,527 
Acquisition, integration, and other costs
4,114  551  3,421  1,109  420  34  9,649 
Disposal related costs 180  —  —  —  —  195  375 
Lease asset impairments and other charges (663) —  34  —  206  85  (338)
Adjusted EBITDA $ 49,822  $ 24,845  $ 46,834  $ 30,265  $ 25,445  $ (9,645) $ 167,566 
Figures above are net of inter-segment revenues and operating costs and expenses.
(1) Corporate includes certain unallocated overhead costs that were historically presented within the Digital Media reportable segment.
10


ZIFF DAVIS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)
Year ended December 31, 2024
Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech
Corporate (1)
Total
Revenues $ 361,882  $ 180,276  $ 362,408  $ 213,620  $ 283,502  $ —  $ 1,401,688 
(Loss) income from operations
$ (71,072) $ 54,001  $ 67,207  $ 79,374  $ 54,961  $ (70,823) $ 113,648 
Depreciation and amortization 83,424  10,733  52,766  31,882  33,025  86  211,916 
Share-based compensation 5,014  1,070  5,604  2,658  4,631  21,938  40,915 
Acquisition, integration, and other costs
18,554  2,727  9,788  (3,823) 5,395  7,553  40,194 
Disposal related costs (24) —  —  —  20  205  201 
Lease asset impairments and other charges 223  93  15  —  756  274  1,361 
Goodwill impairment
85,273  —  —  —  —  —  85,273 
Adjusted EBITDA $ 121,392  $ 68,624  $ 135,380  $ 110,091  $ 98,788  $ (40,767) $ 493,508 
    

Year ended December 31, 2023
Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech
Corporate (1)
Total
Revenues $ 330,557  $ 168,821  $ 361,923  $ 211,518  $ 291,209  $ —  $ 1,364,028 
(Loss) income from operations
$ (50,498) $ 57,299  $ 63,575  $ 70,591  $ 43,210  $ (51,566) $ 132,611 
Income from equity method investment, net —  —  —  —  —  (1,500) (1,500)
Depreciation and amortization 83,271  10,368  59,870  31,793  52,618  (954) 236,966 
Share-based compensation 4,941  758  4,843  2,014  4,186  15,178  31,920 
Acquisition, integration, and other costs
4,452  2,441  10,004  2,820  887  396  21,000 
Disposal related costs 633  —  —  —  202  1,382  2,217 
Lease asset impairments and other charges 1,019  —  510  —  471  245  2,245 
Goodwill impairment
56,850  —  —  —  —  —  56,850 
Adjusted EBITDA $ 100,668  $ 70,866  $ 138,802  $ 107,218  $ 101,574  $ (36,819) $ 482,309 
Figures above are net of inter-segment revenues and operating costs and expenses.
(1) Corporate includes certain unallocated overhead costs that were historically presented within the Digital Media reportable segment.
11


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

The following tables set forth a reconciliation of Net income to Adjusted net income with adjustments presented on after-tax basis:
Three months ended December 31,
2024 Per diluted share* 2023 Per diluted share*
Net income
$ 64,087  $ 1.43  $ 63,422  $ 1.29 
Interest, net
60  —  (20) — 
Loss on sale of business
—  —  276  0.01 
Loss (income) on investments, net 942  0.02  (775) (0.02)
Income from equity method investments, net
(3,128) (0.07) (336) (0.01)
Amortization 25,040  0.59  31,105  0.68 
Share-based compensation 5,178  0.12  6,289  0.14 
Acquisition, integration, and other costs
18,265  0.43  7,011  0.15 
Disposal related costs (262) (0.01) 238  0.01 
Lease asset impairments and other charges —  (224) — 
Dilutive effect of the convertible debt
—  0.07  —  0.08 
Adjusted net income
$ 110,189  $ 2.58  $ 106,986  $ 2.33 



Years ended December 31,
2024 Per diluted share* 2023 Per diluted share*
Net income
$ 63,047  $ 1.42  $ 41,503  $ 0.89 
Interest, net
132  —  5,881  0.13 
Loss on sale of business
103  —  3,797  0.08 
Loss on investments, net 8,019  0.18  21,103  0.45 
(Income) loss from equity method investments, net
(11,223) (0.25) 8,204  0.18 
Amortization 87,052  1.96  106,593  2.30 
Share-based compensation 31,013  0.70  27,100  0.58 
Acquisition, integration, and other costs
29,805  0.67  13,498  0.29 
Disposal related costs 195  —  1,538  0.03 
Lease asset impairments and other charges 1,045  0.02  1,295  0.04 
Goodwill impairment
85,273  1.92  56,850  1.22 
Adjusted net income
$ 294,461  $ 6.62  $ 287,362  $ 6.19 
* The reconciliation of Net income per diluted share to Adjusted net income per diluted share may not foot since each is calculated independently.

12


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

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

Three months ended December 31, 2024
GAAP amount Adjustments
Adjusted
 non-GAAP amount
Interest, net (Gain) loss on sale of business (Gain) loss on investments, net (Income) loss from equity method investments, net Amortization Share-based compensation
Acquisition, integration, and other costs
Disposal related costs Lease asset impairments and other charges Goodwill impairment
Direct costs
$ (53,242) $ —  $ —  $ —  $ —  $ —  $ 57  $ 425  $ —  $ —  $ —  $ (52,760)
Sales and marketing $ (150,510) —  —  —  —  —  891  13,366  —  —  —  $ (136,253)
Research, development, and engineering $ (17,549) —  —  —  —  —  735  3,926  —  —  —  $ (12,888)
General, administrative, and other related costs
$ (53,029) —  —  —  —  —  8,599  5,669  (350) (9) —  $ (39,120)
Depreciation and amortization $ (59,971) —  —  —  —  34,965  —  —  —  —  —  $ (25,006)
Goodwill impairment
$ —  —  —  —  —  —  —  —  —  —  —  $ — 
Interest expense, net $ (6,391) 80  —  —  —  —  —  —  —  —  —  $ (6,311)
Other income, net
$ 2,438  —  —  —  —  —  —  (237) —  —  —  $ 2,201 
Income tax expense (1)
$ (13,610) (20) —  942  —  (9,925) (5,104) (4,884) 88  16  —  $ (32,497)
Loss from equity method investment, net
$ 3,128  —  —  —  (3,128) —  —  —  —  —  —  $ — 
Total non-GAAP adjustments $ 60  $ —  $ 942  $ (3,128) $ 25,040  $ 5,178  $ 18,265  $ (262) $ $ — 
(1)    Adjusted effective tax rate was approximately 22.8% for the three months ended December 31, 2024. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $32,497 and the denominator is $142,686, which equals adjusted net income of $110,189 plus adjusted income tax expense.

13


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

Three months ended December 31, 2023
GAAP amount Adjustments Adjusted
non-GAAP amount
Interest, net (Gain) loss on sale of business (Gain) loss on investments, net (Income) loss from equity method investments, net Amortization Share-based compensation
Acquisition, integration, and other costs
Disposal related costs Lease asset impairments and other charges Goodwill impairment
Direct costs
$ (45,070) $ —  $ —  $ —  $ —  $ —  $ 15  $ 2,561  $ —  $ —  $ —  $ (42,494)
Sales and marketing $ (126,449) —  —  —  —  —  392  1,668  —  —  —  $ (124,389)
Research, development, and engineering $ (15,532) —  —  —  —  —  660  177  —  —  —  $ (14,695)
General, administrative, and other related costs
$ (52,483) —  —  —  —  —  6,460  5,243  375  (338) —  $ (40,743)
Depreciation and amortization $ (69,631) —  —  —  —  44,991  —  —  —  —  —  $ (24,640)
Goodwill impairment
$ —  —  —  —  —  —  —  —  —  —  —  $ — 
Interest expense, net $ (2,251) (11) —  —  —  —  —  —  —  —  —  $ (2,262)
Gain on investments, net
$ 1,065  —  —  (1,065) —  —  —  —  —  —  —  $ — 
Other loss, net
$ (3,486) —  422  —  —  —  459  —  —  —  $ (2,605)
Income tax expense (1)
$ (12,962) (9) (146) 290  —  (13,886) (1,238) (3,097) (137) 114  —  $ (31,071)
Income from equity method investment, net
$ 336  —  —  —  (336) —  —  —  —  —  —  $ — 
Total non-GAAP adjustments $ (20) $ 276  $ (775) $ (336) $ 31,105  $ 6,289  $ 7,011  $ 238  $ (224) $ — 
(1)     Adjusted effective tax rate was approximately 22.5% for the three months ended December 31, 2023. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $31,071 and the denominator is $138,057, which equals adjusted net income of $106,986 plus adjusted income tax expense.













14




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

Year ended December 31, 2024
GAAP amount Adjustments Adjusted non-GAAP amount
Interest, net (Gain) loss on sale of business (Gain) loss on investments, net (Income) loss from equity method investments, net Amortization Share-based compensation
Acquisition, integration, and other costs
Disposal related costs Lease asset impairments and other charges Goodwill impairment
Direct costs
$ (200,323) $ —  $ —  $ —  $ —  $ —  $ 248  $ 760  $ —  $ —  $ —  $ (199,315)
Sales and marketing $ (519,694) —  —  —  —  —  3,756  19,072  —  —  —  $ (496,866)
Research, development, and engineering $ (67,373) —  —  —  —  —  3,665  6,516  40  —  —  $ (57,152)
General, administrative, and other related costs
$ (203,461) —  —  —  —  —  33,246  13,846  161  1,361  —  $ (154,847)
Depreciation and amortization $ (211,916) —  —  —  —  117,748  —  —  —  —  —  $ (94,168)
Goodwill impairment
$ (85,273) —  —  —  —  —  —  —  —  —  85,273  $ — 
Interest expense, net $ (13,988) 176  —  —  —  —  —  —  —  —  —  $ (13,812)
Loss on sale of business
$ (3,780) —  3,780  —  —  —  —  —  —  —  —  $ — 
Loss on investments, net $ (7,654) —  —  7,654  —  —  —  —  —  —  —  $ — 
Other income (loss), net
$ 4,968  —  (4,903) —  —  —  —  (774) —  —  —  $ (709)
Income tax expense (1)
$ (41,370) (44) 1,226  365  —  (30,696) (9,902) (9,615) (6) (316) —  $ (90,358)
Income from equity method investment, net
$ 11,223  —  —  —  (11,223) —  —  —  —  —  —  $ — 
Total non-GAAP adjustments $ 132  $ 103  $ 8,019  $ (11,223) $ 87,052  $ 31,013  $ 29,805  $ 195  $ 1,045  $ 85,273 
(1)     Adjusted effective tax rate was approximately 23.5% for the year ended December 31, 2024. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $90,358 and the denominator is $384,819, which equals adjusted net income of $294,461 plus adjusted income tax expense.
15


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

Year ended December 31, 2023
GAAP amount Adjustments Adjusted non-GAAP amount
Interest, net (Gain) loss on sale of business (Gain) loss on investments, net (Income) loss from equity method investments, net Amortization Share-based compensation
Acquisition, integration, and other costs
Disposal related costs Lease asset impairments and other charges Goodwill impairment
Direct costs
$ (185,650) $ —  $ —  $ —  $ —  $ —  $ 262  $ 2,752  $ —  $ —  $ —  $ (182,636)
Sales and marketing $ (487,365) —  —  —  —  —  2,686  4,796  —  —  $ (479,879)
Research, development, and engineering $ (68,860) —  —  —  —  —  3,245  712  —  —  $ (64,900)
General, administrative, and other related costs
$ (195,726) —  —  —  (1,500) —  25,727  12,740  2,210  2,245  —  $ (154,304)
Depreciation and amortization $ (236,966) —  —  —  —  145,571  —  —  —  —  —  $ (91,395)
Goodwill impairment
$ (56,850) —  —  —  —  —  —  —  —  —  56,850  $ — 
Interest expense, net $ (20,031) 7,797  (538) —  —  —  —  —  —  —  —  $ (12,772)
Loss on investments, net $ (28,138) —  —  28,138  —  —  —  —  —  —  —  $ — 
Other loss, net
$ (9,468) —  5,655  —  —  —  —  459  —  —  —  $ (3,354)
Income tax expense (1)
$ (24,142) (1,916) (1,320) (7,035) 375  (38,978) (4,820) (7,961) (679) (950) —  $ (87,426)
Loss from equity method investment, net $ (9,329) —  —  —  9,329  —  —  —  —  —  —  $ — 
Total non-GAAP adjustments $ 5,881  $ 3,797  $ 21,103  $ 8,204  $ 106,593  $ 27,100  $ 13,498  $ 1,538  $ 1,295  $ 56,850 
(1)     Adjusted effective tax rate was approximately 23.3% for the year ended December 31, 2023. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $87,426 and the denominator is $374,788, which equals adjusted net income of $287,362 plus adjusted income tax expense.
16


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:
2024
Q1 Q2 Q3 Q4 YTD
Net cash provided by operating activities $ 75,558  $ 50,564  $ 105,960  $ 158,233  $ 390,315 
Less: Purchases of property and equipment (28,129) (25,504) (25,843) (27,159) (106,635)
Free cash flow $ 47,429  $ 25,060  $ 80,117  $ 131,074  $ 283,680 

2023
Q1 Q2 Q3 Q4 YTD
Net cash provided by operating activities
$ 115,307  $ 39,728  $ 72,808  $ 92,119  $ 319,962 
Less: Purchases of property and equipment (30,017) (25,233) (27,226) (26,253) (108,729)
Free cash flow
$ 85,290  $ 14,495  $ 45,582  $ 65,866  $ 211,233 


17
EX-99.2 3 zdq42024earningspresenta.htm EX-99.2 zdq42024earningspresenta
www.ziffdavis.com©2025 Ziff Davis. All rights reserved. FOURTH QUARTER AND FULL YEAR 2024 RESULTS February 24, 2025 Exhibit 99.2


 
2 Certain statements in this presentation are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, particularly those regarding our 2025 financial guidance. These forward-looking statements are based on management’s current expectations or beliefs as of February 24, 2025 (“Release Date”) and are subject to numerous assumptions, risks, and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These factors and uncertainties include, among other items: the Company’s ability to grow advertising, licensing, and subscription revenues, profitability, and cash flows, particularly in light of an uncertain U.S. or worldwide economy, including the possibility of economic downturn or recession; the Company’s ability to make interest and debt payments; the Company’s ability to identify, close, and successfully transition acquisitions; customer growth and retention; the Company’s ability to create compelling content; our reliance on third-party platforms; the threat of content piracy and developments related to artificial intelligence; increased competition and rapid technological changes; variability of the Company’s revenue based on changing conditions in particular industries and the economy generally; protection of the Company’s proprietary technology or infringement by the Company of intellectual property of others; the risk of losing critical third-party vendors or key personnel; the risks associated with fraudulent activity, system failure, or a security breach; risks related to our ability to adhere to our internal controls and procedures; the risk of adverse changes in the U.S. or international regulatory environments, including but not limited to the imposition or increase of taxes or regulatory-related fees; the risks related to supply chain disruptions, inflationary conditions, and rising interest rates; the risk of liability for legal and other claims; and the numerous other factors set forth in the Company’s filings with the Securities and Exchange Commission (“SEC”). For a more detailed description of the risk factors and uncertainties affecting the Company, refer to our most recent Annual Report on Form 10-K and the other reports filed by the Company from time-to-time with the SEC, each of which is available at www.sec.gov. The forward-looking statements provided in this presentation, including those regarding our 2025 financial guidance, are based on limited information available to the Company as of the Release Date and are subject to change. Although management’s expectations may change after the Release Date, the Company undertakes no obligation to revise or update these statements. All information in this presentation speaks as of the Release Date and any redistribution or rebroadcast of this presentation after that date is not intended and will not be construed as updating or confirming such information. Capitalized terms not otherwise defined in this presentation have the meanings set forth in the Company’s earnings press release issued on the Release Date. Third-Party Information Any third-party trademarks, including names, logos and brands, referenced by the Company in this presentation are property of their respective owners. Any references to third-party trademarks are for identification purposes only and shall be considered nominative fair use under trademark law. Industry, Market and Other Data Certain information that may be contained in this presentation concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market size, is based on reports from various sources. Because this information involves a number of assumptions and limitations, you are cautioned not to give undue weight to such information. We have not independently verified market data and industry forecasts provided by any of these or any other third-party sources referred to in this presentation. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us. Non-GAAP Financial information Included in this presentation are certain financial measures that are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP") and are 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. The non-GAAP measures, as defined by Ziff Davis, may not be comparable to similar non-GAAP measures presented by other companies, limiting their usefulness for comparison purposes. The presentation of such measures, which may include adjustments to exclude unusual or non-recurring items, should not be construed as an inference that Ziff Davis’ future results or leverage will be unaffected by other unusual or non-recurring items. Please see the "Supplemental Information" to this presentation for details related to how we define these non-GAAP measures and reconciliations thereof to the most directly comparable GAAP measures. 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, (2) certain measures are used to determine the amount of annual incentive compensation paid to our named executive officers, and (3) they are used by the analyst community to help them analyze the health of our business. Safe Harbor for Forward-looking Statements


 
3 Some factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements contained in this presentation include, but are not limited to, our ability and intention to: • Manage certain risks inherent to our business, such as costs associated with fraudulent activity, system failure, or security breach; effectively maintaining and managing our billing systems; the time and resources required to manage our legal proceedings; liability for legal and other claims; or adhering to our internal controls and procedures; • Compete with other similar providers with regard to price, service, functionality; • Achieve business and financial objectives in light of burdensome domestic and international laws and regulations, including those related to data privacy, access, security, retention, and sharing; • Successfully adapt to technological changes and diversify services and related revenues at acceptable levels of financial return; • Successfully develop and protect our intellectual property, both domestically and internationally, including our brands, content, copyrights, patents, trademarks, and domain names from infringement by third parties, and avoid infringing upon the proprietary rights of others; • Manage certain risks associated with environmental, social, and governmental matters, including related reporting obligations, that could adversely affect our reputation and performance; • Recruit and retain key personnel and maintain the beneficial aspects of our corporate culture globally; • Meet our publicly announced guidance or other expectations about our business and future operating results; and • Respond to other factors set forth in our most recent Annual Report on Form 10-K filed by us with the SEC and the other reports we file from time to time with the SEC. • Sustain growth or profitability, particularly in light of an uncertain U.S. or worldwide economy, including the possibility of an economic downturn or recession, continuing inflation, supply chain disruptions, and other factors and their related impacts on customer acquisition and retention rates, customer usage levels, and credit and debit card payment declines; • Maintain and increase our customer base and average revenue per customer; • Generate sufficient cash flow to make interest and debt payments, reinvest in our business, and pursue desired activities and businesses plans while satisfying restrictive covenants relating to debt obligations; • Acquire businesses on acceptable terms, execute on our investment strategies, successfully manage our growth, and integrate and realize anticipated synergies from such acquisitions; • Continue to expand our businesses and operations internationally in the wake of numerous risks, including adverse currency fluctuations, difficulty in staffing and managing international operations, higher operating costs as a percentage of revenues, or the implementation of adverse regulations; • Maintain our financial position, operating results and cash flows in the event that we incur new or unanticipated costs or tax liabilities, including those relating to federal and state income tax and indirect taxes, such as sales, value-added, and telecommunication taxes; • Manage certain risks related to the unauthorized use of our content and the infringement of our intellectual property rights by developers and users of generative artificial intelligence ("AI"); • Prevent system failures, security breaches, and other technological issues; • Accurately estimate the assumptions underlying our effective worldwide tax rate; • Maintain favorable relationships with critical third-party vendors that are financially stable; • Create compelling digital media content facilitating increased traffic and advertising levels and additional advertisers or an increase in advertising spend, and effectively target digital media advertisements to desired audiences; Risk Factors


 
4 New Reportable Segments


 
5 Adjusted Revenues by Segment (1) $ in 000's Years ended December 31, 2020 2021 2022 2023 2024 CAGR (2020-2024) Technology & Shopping $ 283,380 $ 439,606 $ 384,929 $ 330,557 $ 361,882 6.3% % Growth 55.1 % (12.4) % (14.1) % 9.5 % Gaming & Entertainment 152,619 162,764 166,325 168,821 180,276 4.3% % Growth 6.6 % 2.2 % 1.5 % 6.8 % Health & Wellness 257,854 312,407 335,883 361,923 362,408 8.9% % Growth 21.2 % 7.5 % 7.8 % 0.1 % Connectivity 117,277 153,699 191,254 211,518 213,620 16.2% % Growth 31.1 % 24.4 % 10.6 % 1.0 % Cybersecurity & Martech (2) 279,553 314,750 312,606 291,209 283,502 0.4% % Growth 12.6 % (0.7) % (6.8) % (2.6) % Total (2) $ 1,090,683 $ 1,383,226 $ 1,390,997 $ 1,364,028 $ 1,401,688 6.5% % Growth 26.8 % 0.6 % (1.9) % 2.8 % 1. Following changes to our internal reporting structure, the Company concluded that it has five operating segments, which are now presented as five reportable segments: 1) Technology & Shopping, 2) Gaming & Entertainment, 3) Health & Wellness, 4) Connectivity, and 5) Cybersecurity & Martech. Prior period segment information is presented on a comparable basis to conform to this new segment presentation with no effect on previously reported consolidated results. 2. Amounts presented above for Cybersecurity & Martech and Total revenues in 2020 and 2021 are non-GAAP measures as they exclude revenues associated with certain divested businesses. Refer to the "Supplemental Information" for reconciliations to the GAAP revenues.


 
6 FY 2024 Components of Revenues and Adjusted EBITDA (1) by Segment 1. See "Supplemental Information" for non-GAAP reconciliations.


 
7 $389.9 $412.8 Q4 2023 Q4 2024 5.9% $167.6 $171.8 Q4 2023 Q4 2024 $2.33 $2.58 Q4 2023 Q4 2024 2.5% 10.7% Adjusted EBITDA (1) (in millions) Adjusted diluted EPS (1) Revenues (in millions) Q4 2024 Consolidated Financial Snapshot 1. See "Supplemental Information" for non-GAAP reconciliations.


 
8 $1,364.0 $1,401.7 FY 2023 FY 2024 2.8% $482.3 $493.5 FY 2023 FY 2024 $6.19 $6.62 FY 2023 FY 2024 2.3% 6.9% Adjusted EBITDA (1) (in millions) Adjusted diluted EPS (1) Revenues (in millions) FY 2024 Consolidated Financial Snapshot 1. See "Supplemental Information" for non-GAAP reconciliations.


 
9 $233 $258 Q4 2023 Q4 2024 10.6% $747 $778 FY 2023 FY 2024 4.1% Quarterly Advertising and Performance Marketing Metrics (2) Q4 2023 Q4 2024 Net Revenue Retention (3) 87.1% 92.0% Customers (4) 1,943 1,899 Quarterly Revenue per Customer (5) $119,975 $135,762 Quarterly Revenues (1) (in millions) Fiscal Year Revenues (1) (in millions) Advertising and Performance Marketing 1. Figures are net of inter-segment revenues. 2. Refer to the "Supplemental Information" for quarterly advertising and performance marketing metrics for each of the segments. 3. Net advertising and performance marketing revenue retention equals (i) the trailing twelve months revenue recognized related to prior year customers in the current year period (excluding revenue from acquisitions during the stub period) divided by (ii) the trailing twelve month revenue recognized related to prior year customers in the prior year period (excluding revenue from acquisitions during the stub period). This excludes customers that generated less than $10,000 of revenue in the measurement period. 4. Excludes customers that spent less than $2,500 in the quarter. 5. Represents total gross quarterly advertising and performance marketing revenues divided by customers as defined in footnote (4).


 
10 $146 $148 Q4 2023 Q4 2024 0.9% $575 $586 FY 2023 FY 2024 1.9% Quarterly Subscription and Licensing Metrics (2) Q4 2023 Q4 2024 Customers (3) (4) (7) 3,266 3,649 Average Quarterly Revenue per Customer (4) (5) $44.77 $40.44 Churn Rate (6) 2.86% 2.83% Quarterly Revenues (1) (in millions) Fiscal Year Revenues (1) (in millions) Subscription and Licensing 1. Figures are net of inter-segment revenues. 2. Refer to the "Supplemental Information" for quarterly subscription and licensing metrics for each of the segments. 3. Figures are listed in 000s. Represents the quarterly average of the end of month customer counts. 4. The metric includes the sale of perpetual software licenses, when applicable, revenue for which is recorded at a point-in time rather than over-time. 5. Represents quarterly gross subscription and licensing revenues divided by customers as defined in footnote (3). 6. Churn rate is calculated as (i) the average revenue per customer in the prior month multiplied by the number of cancellations in the current month, calculated at each business and aggregated; divided by (ii) subscription and licensing revenue in the current month, calculated at each business and aggregated. The churn rate calculation for Connectivity includes the sum of the monthly revenue from the specific cancelled agreements in the numerator. 7. Resellers within Cybersecurity and Martech segment are counted as one customer when there is not visibility into the number of underlying customers served by the reseller.


 
11 ($ in millions) December 31, 2024 Cash and Cash Equivalents $ 506 Long-term Investments 158 Total Cash and Investments $ 664 4.625% High-Yield Notes $ 460 1.75% Convertible Notes 149 3.625% Convertible Notes 263 Total Gross Debt (1) $ 872 Multiple of FY 2024 Adj. EBITDA Gross Debt $ 872 1.8x Gross Debt less Cash $ 366 0.7x Gross Debt less Cash and Investments $ 208 0.4x Ziff Davis Capital Structure 1. Reflects the outstanding principal amount of gross debt.


 
2025 FINANCIAL GUIDANCE


 
13 Revenue at Midpoint Revenue Growth Advertising and Performance Marketing 4-6% growth Subscription and Licensing 3-5% growth Other Low teens growth Distributions of Revenues First Quarter >20% of full year revenues Fourth Quarter ~30% of full year revenues Corporate Non-GAAP Tax Rate 23.25% - 25.25% Diluted Share Count (1) ~43MM 1. Does not include any potential dilution from the outstanding 1.75% Convertible notes and 3.625% Convertible notes. 2025 Guidance (Forward-Looking Statements)


 
14 Annual guidance for Revenues, Adjusted EBITDA (1), and Adjusted diluted EPS (1) Ziff Davis FY 2025 Guidance Range $ in millions, except for per share amounts Low Midpoint High Midpoint YoY % Increase vs 2024A Revenues $1,442 $1,472 $1,502 5.0% Adjusted EBITDA (1) $505 $523 $542 6.0% Adjusted diluted EPS (1) $6.64 $6.96 $7.28 5.1% 1. See "Supplemental Information" for non-GAAP reconciliations. A reconciliation of forward-looking Adjusted EBITDA and Adjusted diluted EPS to the corresponding GAAP financial measures is not available without unreasonable effort due primarily to variability and difficulty in making accurate forecasts and projections of certain non-operating items such as (Gain) loss on investments, net, Other (income) loss, net, and other unanticipated items that may arise in the future. 2025 Guidance (Forward-Looking Statements)


 
SUPPLEMENTAL INFORMATION


 
16 Non-GAAP Financial Measures The below non-GAAP financial measures are not measures presented in accordance with GAAP, and our use of these terms may vary from that of other companies, limiting their usefulness for comparison purposes. These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. These non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP. Non-GAAP financial measures exclude the certain items listed below. We believe that excluding these items from the non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which exclude similar items. We believe that non-GAAP financial measures 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 Revenues is defined as Revenues that exclude the results of certain divested Voice assets in Australia and New Zealand that were sold in the third quarter of 2020, certain Voice assets in the United Kingdom that were sold in February 2021, and certain assets of the Company's B2B Backup business that were sold in September 2021. Adjusted EBITDA is defined as Net income (loss) with adjustments to reflect the addition or elimination of certain items including, but not limited to: Interest expense, net; (Gain) loss on debt extinguishment, net; (Gain) loss on sale of business; (Gain) loss on investments, net; Other (income) loss, net; Income tax (benefit) expense; (Income) loss from equity method investments, net; Depreciation and amortization; Share-based compensation; Acquisition, integration, and other costs; Disposal related costs; Lease asset impairments and other charges; and Goodwill impairment. 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, net; (Gain) loss on debt extinguishment, net; (Gain) loss on sale of business; (Gain) loss on investments, net; (Income) loss from equity method investments, net; Amortization; Share-based compensation; Acquisition, integration, and other costs; Disposal related costs; Lease asset impairments and other charges; and Goodwill impairment. Adjusted diluted EPS is calculated by dividing Adjusted net income (loss) by the diluted weighted average shares of common stock outstanding excluding 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 (if any). Adjusted effective tax rate is calculated based upon the GAAP effective tax rate with adjustments for the tax applicable to non-GAAP adjustments to Net income (loss), generally based upon the effective marginal tax rate of each adjustment.


 
17 $ in 000's Ziff Davis Three months ended December 31, 2024 2023 Net income $ 64,087 $ 63,422 Interest expense, net 6,391 2,251 Income on investment, net — (1,065) Other (income) loss, net (2,438) 3,486 Income tax expense 13,610 12,962 Income from equity method investments, net (3,128) (336) Depreciation and amortization 59,971 69,633 Share-based compensation 10,282 7,527 Acquisition, integration, and other costs 23,386 9,649 Disposal related costs (350) 375 Lease asset impairments and other charges (9) (338) Adjusted EBITDA $ 171,802 $ 167,566 Non-GAAP reconciliation: Adjusted EBITDA


 
18 Q4 2024 Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Corporate (1) Total $ in 000's Income (loss) from operations $ 22,245 $ 20,244 $ 27,058 $ 17,500 $ 9,095 $ (17,620) $ 78,522 Depreciation and amortization 25,313 2,869 13,849 9,397 8,505 38 59,971 Share-based compensation 1,164 190 1,411 638 1,097 5,782 10,282 Acquisition, integration, and other costs 9,710 1,323 4,509 1,987 3,587 2,270 23,386 Disposal related costs — — — — — (350) (350) Lease asset impairments and other charges (179) 94 — — 76 — (9) Total $ 58,253 $ 24,720 $ 46,827 $ 29,522 $ 22,360 $ (9,880) $ 171,802 Non-GAAP reconciliation: Adjusted EBITDA by Segment Q4 2023 Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Corporate (1) Total $ in 000's Income (loss) from operations $ 25,621 $ 22,147 $ 24,169 $ 17,281 $ 5,430 $ (13,928) $ 80,720 Depreciation and amortization 19,569 2,067 18,074 11,456 18,457 10 69,633 Share-based compensation 1,001 80 1,136 419 932 3,959 7,527 Acquisition, integration, and other costs 4,114 551 3,421 1,109 420 34 9,649 Disposal related costs 180 — — — — 195 375 Lease asset impairments and other charges (663) — 34 — 206 85 (338) Total $ 49,822 $ 24,845 $ 46,834 $ 30,265 $ 25,445 $ (9,645) $ 167,566 1. Corporate includes certain unallocated overhead costs that were historically presented within the Digital Media reportable segment.


 
19 $ in 000's Ziff Davis Years ended ended December 31, 2024 2023 2022 Net income $ 63,047 $ 41,503 $ 65,466 Interest expense, net 13,988 20,031 33,842 Gain on debt extinguishment, net — — (11,505) Loss on sale of businesses 3,780 — — Loss on investment, net 7,654 28,138 53,888 Other (income) loss, net (4,968) 9,468 (8,437) Income tax expense 41,370 24,142 57,957 (Income) loss from equity method investments, net (11,223) 7,829 7,730 Depreciation and amortization 211,916 236,966 233,400 Share-based compensation 40,915 31,920 26,601 Acquisition, integration, and other costs 40,194 21,000 17,426 Disposal related costs 201 2,217 1,328 Lease asset impairments and other charges 1,361 2,245 2,178 Goodwill impairment 85,273 56,850 27,369 Adjusted EBITDA $ 493,508 $ 482,309 $ 507,243 Non-GAAP reconciliation: Adjusted EBITDA


 
20 FY 2024 Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Corporate (1) Total $ in 000's Income (loss) from operations $ (71,072) $ 54,001 $ 67,207 $ 79,374 $ 54,961 $ (70,823) $ 113,648 Depreciation and amortization 83,424 10,733 52,766 31,882 33,025 86 211,916 Share-based compensation 5,014 1,070 5,604 2,658 4,631 21,938 40,915 Acquisition, integration, and other costs 18,554 2,727 9,788 (3,823) 5,395 7,553 40,194 Disposal related costs (24) — — — 20 205 201 Lease asset impairments and other charges 223 93 15 — 756 274 1,361 Goodwill impairment on a business 85,273 — — — — — 85,273 Total $ 121,392 $ 68,624 $ 135,380 $ 110,091 $ 98,788 $ (40,767) $ 493,508 Non-GAAP reconciliation: Adjusted EBITDA by Segment FY 2023 Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Corporate (1) Total $ in 000's Income (loss) from operations $ (50,498) $ 57,299 $ 63,575 $ 70,591 $ 43,210 $ (51,566) $ 132,611 Income from equity method investment, net — — — — — (1,500) (1,500) Depreciation and amortization 83,271 10,368 59,870 31,793 52,618 (954) 236,966 Share-based compensation 4,941 758 4,843 2,014 4,186 15,178 31,920 Acquisition, integration, and other costs 4,452 2,441 10,004 2,820 887 396 21,000 Disposal related costs 633 — — — 202 1,382 2,217 Lease asset impairments and other charges 1,019 — 510 — 471 245 2,245 Goodwill impairment on a business 56,850 — — — — — 56,850 Total $ 100,668 $ 70,866 $ 138,802 $ 107,218 $ 101,574 $ (36,819) $ 482,309 1. Corporate includes certain unallocated overhead costs that were historically presented within the Digital Media reportable segment.


 
21 FY 2022 Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Corporate (1) Total $ in 000's Income (loss) from operations $ 3,565 $ 53,425 $ 66,215 $ 78,362 $ 50,962 $ (53,588) $ 198,941 Depreciation and amortization 93,187 10,045 55,981 25,445 48,714 28 233,400 Share-based compensation 1,844 764 3,229 1,380 4,280 15,104 26,601 Acquisition, integration, and other costs 2,658 2,224 9,840 (571) 2,111 1,164 17,426 Disposal related costs — — — 11 — 1,317 1,328 Lease asset impairments and other charges 220 871 550 (16) 547 6 2,178 Goodwill impairment on a business 27,369 — — — — — 27,369 Total $ 128,843 $ 67,329 $ 135,815 $ 104,611 $ 106,614 $ (35,969) $ 507,243 Non-GAAP reconciliation: Adjusted EBITDA by Segment 1. Corporate includes certain unallocated overhead costs that were historically presented within the Digital Media reportable segment.


 
22 $ in 000's Ziff Davis Three months ended December 31, 2024 2024 Per diluted share (1) 2023 Per diluted share (1) Net income $ 64,087 $ 1.43 $ 63,422 $ 1.29 Interest, net 60 — (20) — Loss on sale of business — — 276 0.01 Loss (income) on investments, net 942 0.02 (775) (0.02) Income from equity method investments, net (3,128) (0.07) (336) (0.01) Amortization 25,040 0.59 31,105 0.68 Share-based compensation 5,178 0.12 6,289 0.14 Acquisition, integration, and other costs 18,265 0.43 7,011 0.15 Disposal related costs (262) (0.01) 238 0.01 Lease asset impairments and other charges 7 — (224) — Dilutive effect of the convertible debt — 0.07 — 0.08 Adjusted net income $ 110,189 $ 2.58 $ 106,986 $ 2.33 Non-GAAP reconciliation: Adjusted net income and Adjusted diluted EPS 1. The reconciliation of Net income (loss) per diluted share to Adjusted net income per diluted share may not foot since each is calculated independently.


 
23 $ in 000's Ziff Davis Years ended December 31, 2024 2024 Per diluted share (1) 2023 Per diluted share (1) Net income $ 63,047 $ 1.42 $ 41,503 $ 0.89 Interest, net 132 — 5,881 0.13 Loss on sale of business 103 — 3,797 0.08 Loss on investments, net 8,019 0.18 21,103 0.45 (Income) loss from equity method investments, net (11,223) (0.25) 8,204 0.18 Amortization 87,052 1.96 106,593 2.30 Share-based compensation 31,013 0.70 27,100 0.58 Acquisition, integration, and other costs 29,805 0.67 13,498 0.29 Disposal related costs 195 — 1,538 0.03 Lease asset impairments and other charges 1,045 0.02 1,295 0.04 Goodwill impairment 85,273 1.92 56,850 1.22 Adjusted net income $ 294,461 $ 6.62 $ 287,362 $ 6.19 Non-GAAP reconciliation: Adjusted net income and Adjusted diluted EPS 1. The reconciliation of Net income (loss) per diluted share to Adjusted net income per diluted share may not foot since each is calculated independently.


 
24 Q4 2024 GAAP amount Interest, net (Gain) loss on sale of business (Gain) loss on investments, net (Income) loss from equity method investments, net Amortization Share-based compensation Acquisition, integration, and other costs Disposal related costs Lease asset impairments and other charges Goodwill impairment Adjusted non-GAAP amount $ in 000's Direct costs $(53,242) $– $– $– $– $– $57 $425 $– $– $– $(52,760) Sales and marketing $(150,510) – – – – – 891 13,366 – – – $(136,253) Research, development, and engineering $(17,549) – – – – – 735 3,926 – – – $(12,888) General, administrative, and other related costs $(53,029) – – – – – 8,599 5,669 (350) (9) – $(39,120) Depreciation and amortization $(59,971) – – – – 34,965 – – – – – $(25,006) Interest expense, net $(6,391) 80 – – – – – – – – – $(6,311) Other income, net $2,438 – – – – – – (237) – – – $2,201 Income tax expense (1) $(13,610) (20) – 942 – (9,925) (5,104) (4,884) 88 16 – $(32,497) Loss from equity method investment, net $3,128 – – – (3,128) – – – – – – $– Total non-GAAP adjustments $60 $— $942 $(3,128) $25,040 $5,178 $18,265 $(262) $7 $— Q4 2023 GAAP amount Interest, net (Gain) loss on sale of business (Gain) loss on investments, net (Income) loss from equity method investments, net Amortization Share-based compensation Acquisition, integration, and other costs Disposal related costs Lease asset impairments and other charges Goodwill impairment Adjusted non-GAAP amount $ in 000's Direct costs $(45,070) $– $– $– $– $– $15 $2,561 $– $– $– $(42,494) Sales and marketing $(126,449) – – – – – 392 1,668 – – – $(124,389) Research, development, and engineering $(15,532) – – – – – 660 177 – – – $(14,695) General, administrative, and other related costs $(52,483) – – – – – 6,460 5,243 375 (338) – $(40,743) Depreciation and amortization $(69,631) – – – – 44,991 – – – – – $(24,640) Interest expense, net $(2,251) (11) – – – – – – – – – $(2,262) Gain on investments, net $1,065 – – (1,065) – – – – – – – $– Other loss, net $(3,486) – 422 – – – 459 – – – $(2,605) Income tax expense (2) $(12,962) (9) (146) 290 – (13,886) (1,238) (3,097) (137) 114 – $(31,071) Income from equity method investment, net $336 – – – (336) – – – – – – $– Total non-GAAP adjustments $(20) $276 $(775) $(336) $31,105 $6,289 $7,011 $238 $(224) $— 1. Adjusted effective tax rate was approximately 22.8% for the three months ended December 31, 2024. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $32,497 and the denominator is $142,686, which equals adjusted net income of $110,189 plus adjusted income tax expense. 2. Adjusted effective tax rate was approximately 22.5% for the three months ended December 31, 2023. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $31,071 and the denominator is $138,057, which equals adjusted net income of $106,986 plus adjusted income tax expense. Q4 2024 and Q4 2023 Reconciliation of GAAP to Non-GAAP Financial Measures


 
25 FY 2024 GAAP amount Interest, net (Gain) loss on sale of business (Gain) loss on investments, net (Income) loss from equity method investments, net Amortization Share-based compensation Acquisition, integration, and other costs Disposal related costs Lease asset impairments and other charges Goodwill impairment Adjusted non-GAAP amount $ in 000's Direct costs $(200,323) $– $– $– $– $– $248 $760 $– $– $– $(199,315) Sales and marketing $(519,694) – – – – – 3,756 19,072 – – – $(496,866) Research, development, and engineering $(67,373) – – – – – 3,665 6,516 40 – – $(57,152) General, administrative, and other related costs $(203,461) – – – – – 33,246 13,846 161 1,361 – $(154,847) Depreciation and amortization $(211,916) – – – – 117,748 – – – – – $(94,168) Goodwill impairment $(85,273) – – – – – – – – – 85,273 $– Interest expense, net $(13,988) 176 – – – – – – – – – $(13,812) Loss on sale of business $(3,780) – 3,780 – – – – – – – – $– Loss on investments, net $(7,654) – – 7,654 – – – – – – – $– Other income (loss), net $4,968 – (4,903) – – – – (774) – – – $(709) Income tax expense (1) $(41,370) (44) 1,226 365 – (30,696) (9,902) (9,615) (6) (316) – $(90,358) Income from equity method investment, net $11,223 – – – (11,223) – – – – – – $– Total non-GAAP adjustments $132 $103 $8,019 $(11,223) $87,052 $31,013 $29,805 $195 $1,045 $85,273 FY 2023 GAAP amount Interest, net (Gain) loss on sale of business (Gain) loss on investments, net (Income) loss from equity method investments, net Amortization Share-based compensation Acquisition, integration, and other costs Disposal related costs Lease asset impairments and other charges Goodwill impairment Adjusted non-GAAP amount $ in 000's Direct costs $(185,650) $– $– $– $– $– $262 $2,752 $– $– $– $(182,636) Sales and marketing $(487,365) – – – – – 2,686 4,796 4 – – $(479,879) Research, development, and engineering $(68,860) – – – – – 3,245 712 3 – – $(64,900) General, administrative, and other related costs $(195,726) – – – (1,500) – 25,727 12,740 2,210 2,245 – $(154,304) Depreciation and amortization $(236,966) – 0 – – 145,571 – – – – – $(91,395) Goodwill impairment $(56,850) – – – – – – – – – 56,850 $– Interest expense, net $(20,031) 7,797 (538) – – – – – – – – $(12,772) Loss on investments, net $(28,138) – – 28,138 – – – – – – – $– Other loss, net $(9,468) – 5,655 – – – – 459 – – – $(3,354) Income tax expense (2) $(24,142) (1,916) (1,320) (7,035) 375 (38,978) (4,820) (7,961) (679) (950) – $(87,426) Loss from equity method investment, net $(9,329) – – – 9,329 – – – – – – $– Total non-GAAP adjustments $5,881 $3,797 $21,103 $8,204 $106,593 $27,100 $13,498 $1,538 $1,295 $56,850 FY 2024 and FY 2023 Reconciliation of GAAP to Non-GAAP Financial Measures 1. Adjusted effective tax rate was approximately 23.5% for the year ended December 31, 2024. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $90,358 and the denominator is $384,819, which equals adjusted net income of $294,461 plus adjusted income tax expense. 2. Adjusted effective tax rate was approximately 23.3% for the year ended December 31, 2023. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $87,426 and the denominator is $374,788, which equals adjusted net income of $287,362 plus adjusted income tax expense.


 
26 $ in 000's Ziff Davis Three months ended December 31, Years ended December 31, 2024 2023 2024 2023 Net cash provided by operating activities $ 158,233 $ 92,119 $ 390,315 $ 319,962 Less: Purchases of property and equipment (27,159) (26,253) (106,635) (108,729) Free cash flow $ 131,074 $ 65,866 $ 283,680 $ 211,233 Non-GAAP reconciliation: Free Cash Flow


 
27 $ in 000's 2020 2021 Revenues GAAP Revenues - Cybersecurity & Martech $ 347,699 $ 348,246 Adjustments for divested businesses (68,146) (33,496) Total Adjusted Revenues - Cybersecurity & Martech $ 279,553 $ 314,750 GAAP Revenues - Consolidated $ 1,158,829 $ 1,416,722 Adjustments for divested businesses (68,146) (33,496) Total Adjusted Revenues - Consolidated $ 1,090,683 $ 1,383,226 Reconciliation of Adjusted Revenues


 
28 2022 2023 2024 Year over Year Growth Rates Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Organic Revenues (1) (3%) (5%) (7%) (7%) (5%) (6%) (6%) 0% (2%) (4%) 0% (5%) (2%) (5%) (3%) Total Revenues 5% 2% (1%) (3%) 1% (3%) (3%) 0% (2%) (2%) 2% (2%) 4% 6% 3% Organic Growth (1) 1. The Company includes revenue from an acquired business in organic revenue in the first month in which the Company can compare that full month in the current year against the corresponding full month under its ownership in the prior year. Similarly, the Company excludes revenue from divested assets beginning with the quarter of the disposal of the asset, as well as from the prior year's comparable period(s).


 
29 2023 2024 Q4 Q4 Technology & Shopping Net advertising and performance marketing revenue retention (1) 88.0% 92.9% Customers (2) 736 793 Quarterly revenue per customer (3) $138,376 $163,947 Gaming & Entertainment Net advertising and performance marketing revenue retention (1) 51.0% 92.7% Customers (2) 426 432 Quarterly revenue per customer (3) $84,355 $80,900 Health & Wellness Net advertising and performance marketing revenue retention (1) 92.0% 91.4% Customers (2) 882 778 Quarterly revenue per customer (3) $103,883 $115,604 Connectivity Net advertising and performance marketing revenue retention (1) 67.0% 77.4% Customers (2) 35 33 Quarterly revenue per customer (3) $91,668 $99,130 Consolidated Total Net advertising and performance marketing revenue retention (1) 87.1% 92.0% Customers (2) 1,943 1,899 Quarterly revenue per customer (3) $119,975 $135,762 Key Operating Metrics by Segment - Advertising and Performance Marketing 1. Net advertising and performance marketing revenue retention equals (i) the trailing twelve months revenue recognized related to prior year customers in the current year period (excluding revenue from acquisitions during the stub period) divided by (ii) the trailing twelve month revenue recognized related to prior year customers in the prior year period (excluding revenue from acquisitions during the stub period). This excludes customers that generated less than $10,000 of revenue in the measurement period. 2. Excludes customers that spent less than $2,500 in the quarter. 3. Represents total gross quarterly advertising and performance marketing revenues divided by customers as defined in footnote (2).


 
30 2023 2024 Q4 Q4 Technology & Shopping Customers (1)(2) 0.1 0.2 Average quarterly revenue per customer (2)(3) $17,272 $10,011 Churn rate (2)(4) 27.20% 1.75% Gaming & Entertainment Customers (1)(2) 416 600 Average quarterly revenue per customer (2)(3) $31.92 $26.65 Churn rate (2)(4) 6.20% 5.71% Health & Wellness Customers (1)(2) 1,469 1,771 Average quarterly revenue per customer (2)(3) $7.44 $7.32 Churn rate (2)(4) 3.51% 3.49% Connectivity Customers (1)(2) 23 25 Average quarterly revenue per customer (2)(3) $2,058 $1,915 Churn rate (2)(4)(5) 0.82% 1.38% Cybersecurity & Martech Customers (1)(6) 1,358 1,253 Average quarterly revenue per customer (2)(3) $52.98 $55.11 Churn rate (2)(4) 3.38% 3.08% Consolidated Total Customers (1)(2) 3,266 3,649 Average quarterly revenue per customer (2)(3) $44.77 $40.44 Churn rate (2)(4)(5) 2.86% 2.83% Key Operating Metrics by Segment - Subscription and Licensing 1. Figures are listed in 000s. Represents the quarterly average of the end of month customer counts. Customers associated with each of the businesses may not foot precisely since each is presented independently. 2. The metric includes the sale of perpetual software licenses, when applicable, revenue for which is recorded at a point-in time rather than over-time. 3. Represents quarterly gross subscription and licensing revenues divided by customers as defined in footnote (1). 4. Churn rate is calculated as (i) the average revenue per customer in the prior month multiplied by the number of cancellations in the current month, calculated at each business and aggregated; divided by (ii) subscription and licensing revenue in the current month, calculated at each business and aggregated. 5. The churn rate calculation for Connectivity includes the sum of the monthly revenue from the specific cancelled agreements in the numerator. 6. Resellers within Cybersecurity and Martech segment are counted as one customer when there is not visibility into the number of underlying customers served by the reseller.