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0001084048false00010840482025-05-082025-05-08

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) May 8, 2025

Ziff Davis, Inc.
(Exact name of registrant as specified in its charter)
Delaware
0-25965
47-1053457
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
360 Park Ave S., 17th Floor
New York, New York 10010
(Address of principal executive offices)

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

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 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 May 8, 2025, Ziff Davis, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its preliminary unaudited financial results for the first quarter ended March 31, 2025 and reaffirming its 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 May 9, 2025, at 8:30 a.m. Eastern Time, the Company will host its first quarter 2025 earnings conference call and webcast. Via the webcast, the Company will present portions of its May 2025 Investor Presentation, which contains a summary of the Company’s preliminary unaudited financial results for the fiscal quarter ended March 31, 2025, 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 May 8, 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: May 8, 2025 By: /s/ Jeremy Rossen
    Jeremy Rossen
Executive Vice President, General Counsel and Secretary

EX-99.1 2 zd2025331pressrelease.htm EX-99.1 Document
Exhibit 99.1
Ziff Davis Reports First Quarter 2025 Financial Results and
Reaffirms 2025 Guidance

NEW YORK, NY -- Ziff Davis, Inc. (NASDAQ: ZD) (“Ziff Davis” or “the Company”) today reported unaudited financial results for the first quarter ended March 31, 2025.

“We are pleased with our overall first quarter performance, which surpassed our internal targets,” said Vivek Shah, Chief Executive Officer of Ziff Davis. “The combination of accelerating revenue growth, a healthy M&A cadence, and our active share buyback program has us optimistic about our prospects for the balance of the year.”
FIRST QUARTER 2025 RESULTS

•Q1 2025 quarterly revenues increased 4.5% to $328.6 million compared to $314.5 million for Q1 2024. 
•Income from operations decreased to $35.1 million compared to $35.9 million for Q1 2024.
•Net income (1) increased 128.1% to $24.2 million compared to $10.6 million for Q1 2024.
•Net income per diluted share (1) increased to $0.56 in Q1 2025 compared to $0.23 for Q1 2024.
•Adjusted EBITDA (2) for the quarter decreased to $100.2 million compared to $100.8 million for Q1 2024.
•Adjusted net income (2) decreased to $48.9 million compared to $58.5 million for Q1 2024.
•Adjusted net income per diluted share (1)(2) (or “Adjusted diluted EPS”) for the quarter decreased to $1.14 compared to $1.27 for Q1 2024.
•Net cash provided by operating activities was $20.6 million in Q1 2025 compared to $75.6 million in Q1 2024. Free cash flow (2) was $(5.0) million in Q1 2025 compared to $47.4 million in Q1 2024. The decrease reflects the significant working capital usage by TDS Gift Cards during the first quarter.
•Ziff Davis deployed approximately $39.2 million for current and prior year acquisitions during the quarter and $34.9 million related to share repurchases in Q1 2025.

The following table reflects results for the three months ended March 31, 2025 and 2024, respectively (in millions, except per share amounts).
(Unaudited)
Three months ended March 31, % Change
2025 2024
Revenues (4)
Technology & Shopping $81.7 $69.3 17.9%
Gaming & Entertainment $38.0 $36.6 3.8%
Health & Wellness $85.8 $80.0 7.3%
Connectivity $55.8 $53.1 5.0%
Cybersecurity & Martech $67.3 $75.5 (10.8)%
Total revenues (3)
$328.6 $314.5 4.5%
Income from operations
$35.1 $35.9 (2.0)%
Operating income margin
10.7% 11.4% (0.7)%
Net income (1)
$24.2 $10.6 128.1%
Net income per diluted share (1)
$0.56 $0.23 143.5%
Adjusted EBITDA (2)
$100.2 $100.8 (0.6)%
Adjusted EBITDA margin (2)
30.5% 32.0% (1.5)%
Adjusted net income (1)(2)
$48.9 $58.5 (16.3)%
Adjusted diluted EPS (1)(2)
$1.14 $1.27 (10.2)%
Net cash provided by operating activities
$20.6 $75.6 (72.7)%
Free cash flow (2)
$(5.0) $47.4 (110.6)%
1


Notes:
(1)
GAAP effective tax rates were approximately 32.8% and 42.2% for the three months ended March 31, 2025 and 2024, respectively. Adjusted effective tax rates were approximately 23.9% and 23.9% for the three months ended March 31, 2025 and 2024, 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.
(4)
Prior period segment information is presented on a comparable basis to conform to our new segment presentation with no effect on previously reported consolidated results.

ZIFF DAVIS GUIDANCE

The Company reaffirms its guidance for fiscal year 2025 as follows (in millions, except per share data):
2025 Range of Estimates
Low High
Revenues
$ 1,442  $ 1,502 
Adjusted EBITDA $ 505  $ 542 
Adjusted diluted EPS (1)
$ 6.64  $ 7.28 
(1) 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.

EARNINGS CONFERENCE CALL AND AUDIO WEBCAST

Ziff Davis will host a live audio webcast and conference call discussing its first quarter 2025 financial results on Friday, May 9, 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.
2


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, increased tariffs and trade protection measures, 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)
March 31, 2025 December 31, 2024
ASSETS    
Cash and cash equivalents $ 431,007  $ 505,880 
Accounts receivable, net of allowances of $7,501 and $8,148, respectively
517,863  660,223 
Prepaid expenses and other current assets 123,449  105,966 
Total current assets 1,072,319  1,272,069 
Long-term investments 167,161  158,187 
Property and equipment, net of accumulated depreciation of $389,984 and $361,710, respectively
198,338  197,216 
Intangible assets, net 416,066  425,749 
Goodwill 1,598,605  1,580,258 
Deferred income taxes 7,500  7,487 
Other assets 55,886  63,368 
TOTAL ASSETS $ 3,515,875  $ 3,704,334 
LIABILITIES AND STOCKHOLDERS’ EQUITY  
Accounts payable and accrued expenses $ 463,518  $ 670,769 
Income taxes payable, current 14,378  19,715 
Deferred revenue, current 217,711  199,664 
Other current liabilities 9,167  9,499 
Total current liabilities 704,774  899,647 
Long-term debt 864,829  864,282 
Deferred revenue, noncurrent 5,645  5,504 
Liability for uncertain tax positions 30,793  30,296 
Deferred income taxes 44,473  46,018 
Other noncurrent liabilities 43,996  47,705 
TOTAL LIABILITIES 1,694,510  1,893,452 
Common stock 422  428 
Additional paid-in capital 485,008  491,891 
Retained earnings 1,406,715  1,401,034 
Accumulated other comprehensive loss (70,780) (82,471)
TOTAL STOCKHOLDERS’ EQUITY 1,821,365  1,810,882 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 3,515,875  $ 3,704,334 

4


ZIFF DAVIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED, IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
Three months ended March 31,
2025 2024
Total revenues $ 328,636  $ 314,485 
Operating costs and expenses:
Direct costs 47,208  45,887 
Sales and marketing 127,680  117,000 
Research, development, and engineering 15,876  17,774 
General, administrative, and other related costs 46,910  49,510 
Depreciation and amortization 55,832  48,453 
Total operating costs and expenses 293,506  278,624 
Income from operations 35,130  35,861 
Interest expense, net (6,131) (1,769)
Loss on sale of businesses —  (3,780)
Loss on investments, net —  (10,705)
Other loss, net (2,803) (104)
Income before income tax expense and income (loss) from equity method investment 26,196  19,503 
Income tax expense (8,587) (8,231)
Income (loss) from equity method investment, net of tax 6,630  (645)
Net income $ 24,239  $ 10,627 
Net income per common share:
Basic $ 0.57  $ 0.23 
Diluted $ 0.56  $ 0.23 
Weighted average shares outstanding:
Basic 42,558,090  45,860,033 
Diluted 44,167,069  45,955,365 
5


ZIFF DAVIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
                                                               Three months ended March 31,
2025 2024
Cash flows from operating activities:
Net income $ 24,239  $ 10,627 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 55,832  48,453 
Non-cash operating lease costs 2,034  2,770 
Share-based compensation 9,752  8,872 
Provision for credit losses on accounts receivable 160  50 
Deferred income taxes, net 548  (2,709)
Loss on sale of businesses —  3,780 
Changes in fair value of contingent consideration (1,803) — 
(Income) loss from equity method investments, net (6,630) 645 
Loss on investments, net —  10,705 
Other 912  1,278 
Decrease (increase) in:
Accounts receivable 143,721  55,365 
Prepaid expenses and other current assets (17,709) (9,423)
Other assets 7,252  (2,078)
Increase (decrease) in:
Accounts payable (210,857) (62,270)
Deferred revenue 18,493  15,169 
Accrued liabilities and other current liabilities (5,331) (5,676)
Net cash provided by operating activities 20,613  75,558 
Cash flows from investing activities:
Purchases of property and equipment (25,619) (28,129)
Acquisition of businesses, net of cash received (39,198) (44,524)
Proceeds from sale of businesses, net of cash divested —  1,238 
Other (12) (66)
Net cash used in investing activities (64,829) (71,481)
Cash flows from financing activities:
Repurchase of common stock (34,900) (3,923)
Deferred payments for acquisitions —  (2,418)
Other (106) 30 
Net cash used in financing activities
(35,006) (6,311)
Effect of exchange rate changes on cash and cash equivalents 4,349  (599)
Net change in cash and cash equivalents (74,873) (2,833)
Cash and cash equivalents at beginning of period
505,880  737,612 
Cash and cash equivalents at end of period
$ 431,007  $ 734,779 
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 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 businesses. 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 investment, net of tax. This is a non-cash income or expense as it relates primarily to our investment in OCV Fund I, LP (the “OCV 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-use 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. This 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 businesses. 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 investment, net of tax. 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 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. This 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 March 31,
2025 2024
Net income
$ 24,239  $ 10,627 
Interest expense, net 6,131  1,769 
Loss on sale of businesses
—  3,780 
Loss on investment, net —  10,705 
Other loss, net
2,803  104 
Income tax expense
8,587  8,231 
(Income) loss from equity method investments, net of tax
(6,630) 645 
Depreciation and amortization 55,832  48,453 
Share-based compensation 9,752  8,872 
Acquisition, integration, and other costs
(557) 6,266 
Disposal related costs 496 
Lease asset impairments and other charges 20  803 
Adjusted EBITDA $ 100,178  $ 100,751 


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 (Loss) income from operations to Adjusted EBITDA by segment:
Three months ended March 31, 2025
Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech
Corporate (1)
Total
Revenues $ 81,690  $ 38,026  $ 85,786  $ 55,820  $ 67,314  $ —  $ 328,636 
(Loss) income from operations
$ (3,963) $ 8,774  $ 16,962  $ 19,512  $ 11,323  $ (17,478) $ 35,130 
Depreciation and amortization 22,405  2,618  12,928  7,380  10,387  114  55,832 
Share-based compensation 1,153  329  1,363  670  967  5,270  9,752 
Acquisition, integration, and other costs
1,651  338  (1,812) 497  (754) (477) (557)
Disposal related costs —  —  —  —  — 
Lease asset impairments and other charges (241) 87  (86) —  255  20 
Adjusted EBITDA $ 21,006  $ 12,146  $ 29,355  $ 28,059  $ 22,178  $ (12,566) $ 100,178 

Three months ended March 31, 2024
Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech
Corporate (1)
Total
Revenues $ 69,267  $ 36,640  $ 79,978  $ 53,148  $ 75,452  $ —  $ 314,485 
(Loss) income from operations
$ (6,635) $ 10,515  $ 8,600  $ 19,359  $ 19,428  $ (15,406) $ 35,861 
Depreciation and amortization 17,914  2,392  13,399  7,001  7,740  48,453 
Share-based compensation 1,178  188  1,341  633  1,134  4,398  8,872 
Acquisition, integration, and other costs
1,663  334  2,858  (47) 864  594  6,266 
Disposal related costs 366  —  —  —  —  130  496 
Lease asset impairments and other charges 138  —  —  —  477  188  803 
Adjusted EBITDA $ 14,624  $ 13,429  $ 26,198  $ 26,946  $ 29,643  $ (10,089) $ 100,751 
Figures above are net of inter-segment revenues and operating costs and expenses. Prior period segment information is presented on a comparable basis to conform to our new segment presentation with no effect on previously reported consolidated results.
(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, 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 March 31,
2025
Per diluted share (1)
2024
Per diluted share (1)
Net income $ 24,239  $ 0.56  $ 10,627  $ 0.23 
Interest, net 61  —  (5) — 
Loss on sale of businesses —  —  3,780  0.08 
Loss on investments, net —  —  9,668  0.21 
(Income) loss from equity method investment, net of tax (6,630) (0.16) 645  0.01 
Amortization 21,868  0.51  20,085  0.44 
Share-based compensation 9,816  0.23  7,786  0.17 
Acquisition, integration, and other costs (442) (0.01) 4,871  0.11 
Disposal related costs —  372  0.01 
Lease asset impairment and other charges 27  —  643  0.01 
Dilutive effect of the convertible debt —  0.01  —  — 
Adjusted net income $ 48,940  $ 1.14  $ 58,472  $ 1.27 


(1) The reconciliation of Net income per diluted share to Adjusted net income per diluted share may not foot since each is calculated independently.



11


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 March 31, 2025
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
Direct costs
$ (47,208) $ —  $ —  $ —  $ —  $ —  $ 63  $ 66  $ —  $ —  $ (47,079)
Sales and marketing $ (127,680) —  —  —  —  —  986  982  —  —  $ (125,712)
Research, development, and engineering $ (15,876) —  —  —  —  —  790  (65) —  —  $ (15,151)
General, administrative, and other related costs
$ (46,910) —  —  —  —  —  7,913  (1,540) 20  $ (40,516)
Depreciation and amortization $ (55,832) —  —  —  —  28,791  —  —  —  —  $ (27,041)
Interest expense, net $ (6,131) 81  —  —  —  —  —  —  —  —  $ (6,050)
Income tax expense (1)
$ (8,587) (20) —  —  —  (6,923) 64  115  —  $ (15,344)
Income from equity method investment, net of tax $ 6,630  —  —  —  (6,630) —  —  —  —  —  $ — 
Total non-GAAP adjustments $ 61  $ —  $ —  $ (6,630) $ 21,868  $ 9,816  $ (442) $ $ 27 
(1)    Adjusted effective tax rate was approximately 23.9% for the three months ended March 31, 2025. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $15,344 and the denominator is $64,284, which equals adjusted net income of $48,940 plus adjusted income tax expense.











12


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

Three months ended March 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
Direct costs
$ (45,887) $ —  $ —  $ —  $ —  $ —  $ 61  $ 170  $ —  $ —  $ (45,656)
Sales and marketing $ (117,000) —  —  —  —  —  758  541  —  —  $ (115,701)
Research, development, and engineering $ (17,774) —  —  —  —  —  1,090  223  40  —  $ (16,421)
General, administrative, and other related costs
$ (49,510) —  —  —  —  —  6,963  5,332  456  803  $ (35,956)
Depreciation and amortization $ (48,453) —  —  —  —  26,424  —  —  —  —  $ (22,029)
Interest expense, net $ (1,769) (7) —  —  —  —  —  —  —  —  $ (1,776)
Loss on sale of business $ (3,780) —  3,780  —  —  —  —  —  —  —  $ — 
Loss on investments, net $ (10,705) —  —  10,705  —  —  —  —  —  —  $ — 
Income tax expense (1)
$ (8,231) —  (1,037) —  (6,339) (1,086) (1,395) (124) (160) $ (18,370)
Loss from equity method investment, net of tax $ (645) —  —  —  645  —  —  —  —  —  $ — 
Total non-GAAP adjustments $ (5) $ 3,780  $ 9,668  $ 645  $ 20,085  $ 7,786  $ 4,871  $ 372  $ 643 
(1)     Adjusted effective tax rate was approximately 23.9% for the three months ended March 31, 2024. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $18,370 and the denominator is $76,841, which equals adjusted net income of $58,472 plus adjusted income tax expense.
13


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:
2025 Q1 Q2 Q3 Q4 YTD
Net cash provided by operating activities $ 20,613  $ —  $ —  $ —  $ 20,613 
Less: Purchases of property and equipment (25,619) —  —  —  (25,619)
Free cash flow $ (5,006) $ —  $ —  $ —  $ (5,006)

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 


14
EX-99.2 3 zdq12025earningspresenta.htm EX-99.2 zdq12025earningspresenta
www.ziffdavis.com©2025 Ziff Davis. All rights reserved. FIRST QUARTER 2025 RESULTS May 8, 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 May 8, 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, increased tariffs and trade protection measures, 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 $314.5 $328.6 Q1 2024 Q1 2025 4.5% $100.8 $100.2 Q1 2024 Q1 2025 $1.27 $1.14 Q1 2024 Q1 2025 (0.6)% (10.2)% Adjusted EBITDA (1) (in millions) Adjusted diluted EPS (1) Revenues (in millions) Q1 2025 Consolidated Financial Snapshot 1. See "Supplemental Information" for non-GAAP reconciliations.


 
5 Revenue by Type (1)(2) $156 $175 Q1 2024 Q1 2025 12.3% 1. Throughout this presentation, revenues are net of inter-segment revenues and revenues by revenue source may not foot to total revenues due to rounding. 2. Excludes revenues that are classified as "other". $149 $146 Q1 2024 Q1 2025 Quarterly Revenues (1) (in millions) Quarterly Revenues (1) (in millions) (2.0)% Advertising and Performance Marketing Subscription and Licensing


 
6 Q1 2025 Technology & Shopping Segment Quarterly Revenues (in millions) Quarterly Adjusted EBITDA & Margin (1) (in millions) 17.9% 43.6% Other Subscription and Licensing Advertising and Performance Marketing 1. See "Supplemental Information" for non-GAAP reconciliations.


 
7 Q1 2025 Gaming & Entertainment Segment Quarterly Revenues (in millions) Quarterly Adjusted EBITDA & Margin (1) (in millions) (9.6%) 3.8% Other Subscription and Licensing Advertising and Performance Marketing 1. See "Supplemental Information" for non-GAAP reconciliations.


 
8 Q1 2025 Health & Wellness Segment Quarterly Adjusted EBITDA & Margin (1) (in millions) Quarterly Revenues (in millions) Other Subscription and Licensing Advertising and Performance Marketing 7.3% 12.1% 1. See "Supplemental Information" for non-GAAP reconciliations.


 
9 Q1 2025 Connectivity Segment Quarterly Adjusted EBITDA & Margin (1) (in millions) Quarterly Revenues (in millions) Other Subscription and Licensing Advertising and Performance Marketing 5.0% 4.1% 1. See "Supplemental Information" for non-GAAP reconciliations.


 
10 Subscription and Licensing Q1 2025 Cybersecurity & Martech Segment Quarterly Adjusted EBITDA & Margin (1) (in millions) Quarterly Revenues (in millions) (10.8%) (25.2%) 1. See "Supplemental Information" for non-GAAP reconciliations.


 
11 ($ in millions) March 31, 2025 Cash and Cash Equivalents $ 431 Long-term Investments 167 Total Cash and Investments $ 598 4.625% High-Yield Notes $ 460 1.75% Convertible Notes 149 3.625% Convertible Notes 263 Total Gross Debt (1) $ 872 Multiple of Q1 2025 TTM Adj. EBITDA Gross Debt $ 872 1.8x Gross Debt less Cash $ 441 0.9x Gross Debt less Cash and Investments $ 274 0.6x Ziff Davis Capital Structure 1. Reflects the outstanding principal amount of gross debt.


 
2025 FINANCIAL GUIDANCE


 
13 Ziff Davis reaffirms its 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


 
15 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 businesses; (Gain) loss on investments, net; Other (income) loss, net; Income tax (benefit) expense; (Income) loss from equity method investment, net of tax; Depreciation and amortization; Share-based compensation; Acquisition, integration, and other costs; Disposal related costs; Lease asset impairments and other charges; and Goodwill impairment. 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; (Gain) loss on debt extinguishment, net; (Gain) loss on sale of businesses; (Gain) loss on investments, net; (Income) loss from equity method investment, net of tax; 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.


 
16 $ in 000's Ziff Davis Three months ended March 31, 2025 2024 Net income $ 24,239 $ 10,627 Interest expense, net 6,131 1,769 Loss on sale of businesses — 3,780 Loss on investments, net — 10,705 Other loss, net 2,803 104 Income tax expense 8,587 8,231 (Income) loss from equity method investment, net of tax (6,630) 645 Depreciation and amortization 55,832 48,453 Share-based compensation 9,752 8,872 Acquisition, integration, and other costs (557) 6,266 Disposal related costs 1 496 Lease asset impairments and other charges 20 803 Adjusted EBITDA $ 100,178 $ 100,751 Non-GAAP reconciliation: Adjusted EBITDA


 
17 Q1 2025 Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Corporate (1) Total $ in 000's Revenues $ 81,690 $ 38,026 $ 85,786 $ 55,820 $ 67,314 $ — $ 328,636 (Loss) income from operations $ (3,963) $ 8,774 $ 16,962 $ 19,512 $ 11,323 $ (17,478) $ 35,130 Depreciation and amortization 22,405 2,618 12,928 7,380 10,387 114 55,832 Share-based compensation 1,153 329 1,363 670 967 5,270 9,752 Acquisition, integration, and other costs 1,651 338 (1,812) 497 (754) (477) (557) Disposal related costs 1 — — — — — 1 Lease asset impairments and other charges (241) 87 (86) — 255 5 20 Adjusted EBITDA $ 21,006 $ 12,146 $ 29,355 $ 28,059 $ 22,178 $ (12,566) $ 100,178 Non-GAAP reconciliation: Adjusted EBITDA by Segment Q1 2024 Technology & Shopping Gaming & Entertainment Health & Wellness Connectivity Cybersecurity & Martech Corporate (1) Total $ in 000's Revenues $ 69,267 $ 36,640 $ 79,978 $ 53,148 $ 75,452 $ — $ 314,485 (Loss) income from operations $ (6,635) $ 10,515 $ 8,600 $ 19,359 $ 19,428 $ (15,406) $ 35,861 Depreciation and amortization 17,914 2,392 13,399 7,001 7,740 7 48,453 Share-based compensation 1,178 188 1,341 633 1,134 4,398 8,872 Acquisition, integration, and other costs 1,663 334 2,858 (47) 864 594 6,266 Disposal related costs 366 — — — — 130 496 Lease asset impairments and other charges 138 — — — 477 188 803 Adjusted EBITDA $ 14,624 $ 13,429 $ 26,198 $ 26,946 $ 29,643 $ (10,089) $ 100,751 1. Corporate includes certain unallocated overhead costs that were historically presented within the Digital Media reportable segment.


 
18 $ in 000's Ziff Davis Three months ended March 31, 2024 2025 Per diluted share (1) 2024 Per diluted share (1) Net income $ 24,239 $ 0.56 $ 10,627 $ 0.23 Interest, net 61 — (5) — Loss on sale of businesses — — 3,780 0.08 Loss on investments, net — — 9,668 0.21 (Income) loss from equity method investment, net of tax (6,630) (0.16) 645 0.01 Amortization 21,868 0.51 20,085 0.44 Share-based compensation 9,816 0.23 7,786 0.17 Acquisition, integration, and other costs (442) (0.01) 4,871 0.11 Disposal related costs 1 — 372 0.01 Lease asset impairment and other charges 27 — 643 0.01 Dilutive effect of the convertible debt — 0.01 — — Adjusted net income $ 48,940 $ 1.14 $ 58,472 $ 1.27 Non-GAAP reconciliation: Adjusted net income and Adjusted diluted EPS 1. The reconciliation of Net income per diluted share to Adjusted net income per diluted share may not foot since each is calculated independently.


 
19 Q1 2025 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 Adjusted non-GAAP amount $ in 000's Direct costs $(47,208) $– $– $– $– $– $63 $66 $– $– $(47,079) Sales and marketing $(127,680) – – – – – 986 982 – – $(125,712) Research, development, and engineering $(15,876) – – – – – 790 (65) – – $(15,151) General, administrative, and other related costs $(46,910) – – – – – 7,913 (1,540) 1 20 $(40,516) Depreciation and amortization $(55,832) – – – – 28,791 – – – – $(27,041) Interest expense $(6,131) 81 – – – – – – – – $(6,050) Income tax expense (1) $(8,587) (20) – – – (6,923) 64 115 – 7 $(15,344) Income from equity method investment, net of tax $6,630 – – – (6,630) – – – – – $– Total non-GAAP adjustments $61 $— $— $(6,630) $21,868 $9,816 $(442) $1 $27 Q1 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 Adjusted non-GAAP amount $ in 000's Direct costs $(45,887) $– $– $– $– $– $61 $170 $– $– $(45,656) Sales and marketing $(117,000) – – – – – 758 541 – – $(115,701) Research, development, and engineering $(17,774) – – – – – 1,090 223 40 – $(16,421) General, administrative, and other related costs $(49,510) – – – – – 6,963 5,332 456 803 $(35,956) Depreciation and amortization $(48,453) – – – – 26,424 – – – – $(22,029) Interest expense $(1,769) (7) – – – – – – – – $(1,776) Loss on sale of business $(3,780) – 3,780 – – – – – – – $– Loss on investments, net $(10,705) – – 10,705 – – – – – – $– Income tax expense (2) $(8,231) 2 – (1,037) – (6,339) (1,086) (1,395) (124) (160) $(18,370) Loss from equity method investment, net of tax $(645) – – – 645 – – – – – $– Total non-GAAP adjustments $(5) $3,780 $9,668 $645 $20,085 $7,786 $4,871 $372 $643 1. Adjusted effective tax rate was approximately 23.9% for the three months ended March 31, 2025. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $15,344 and the denominator is $64,284, which equals adjusted net income of $48,940 plus adjusted income tax expense. 2. Adjusted effective tax rate was approximately 23.9% for the three months ended March 31, 2024. The calculation is based on a ratio where the numerator is the adjusted income tax expense of $18,370 and the denominator is $76,841, which equals adjusted net income of $58,472 plus adjusted income tax expense. Q1 2025 and Q1 2024 Reconciliation of GAAP to Non-GAAP Financial Measures


 
20 $ in 000's Ziff Davis Three months ended March 31, 2025 2024 Net cash provided by operating activities $ 20,613 $ 75,558 Less: Purchases of property and equipment (25,619) (28,129) Free cash flow $ (5,006) $ 47,429 Non-GAAP reconciliation: Free Cash Flow


 
21 Organic Growth (1) 1. The Company includes revenues from an acquired business in organic revenues 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 revenues from divested assets beginning with the quarter of the disposal of the asset, as well as from the prior year's comparable period(s). 2023 2024 2025 Year over Year Growth Rates Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Organic Revenues (1) (6%) 0% (2%) 0% (5%) (2%) (5%) (3%) Total Revenues (3%) 0% (2%) 2% (2%) 4% 6% 4%


 
22 2024 2025 Q1 Q1 Technology & Shopping Net advertising and performance marketing revenue retention (1) 91.0% 90.0% Customers (2) 575 573 Quarterly revenue per customer (3) $114,621 $138,701 Gaming & Entertainment Net advertising and performance marketing revenue retention (1) 89.0% 92.2% Customers (2) 318 311 Quarterly revenue per customer (3) $71,561 $78,362 Health & Wellness Net advertising and performance marketing revenue retention (1) 94.0% 94.9% Customers (2) 794 703 Quarterly revenue per customer (3) $79,629 $94,652 Key Operating Metrics by Segment - Advertising and Performance Marketing 1. Net advertising and performance marketing revenue retention equals (i) the trailing twelve months revenues recognized related to prior year customers in the current year period (excluding revenues from acquisitions during the stub period) divided by (ii) the trailing twelve months revenues recognized related to prior year customers in the prior year period (excluding revenues from acquisitions during the stub period). This excludes customers that generated less than $10,000 of revenues in the measurement period. 2. Excludes customers that generated 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).


 
23 2024 2025 Q1 Q1 Gaming & Entertainment Customers (1)(2) 451,000 531,000 Average quarterly revenue per customer (2)(3) $30.76 $25.68 Health & Wellness Customers (1)(2) 1,564,000 1,820,000 Average quarterly revenue per customer (2)(3) $7.41 $7.20 Connectivity Customers (1)(2) 24,000 25,000 Average quarterly revenue per customer (2)(3) $1,949 $2,013 Cybersecurity & Martech Customers (1)(4) 1,306,000 1,250,000 Average quarterly revenue per customer (3) $57.79 $53.85 Key Operating Metrics by Segment - Subscription and Licensing 1. Represents the quarterly average of the end of month customer counts (rounded). 2. The metric includes the sale of perpetual software licenses, when applicable, revenues 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. Resellers within Cybersecurity & Martech segment are counted as one customer when there is not visibility into the number of underlying customers served by the reseller.