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.

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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
2024202320242023
Revenues
Technology & Shopping$132.9$105.226.3%$361.9$330.69.5%
Gaming & Entertainment$50.9$49.23.5%$180.3$168.86.8%
Health & Wellness$105.7$106.5(0.7)%$362.4$361.90.1%
Connectivity$54.3$57.0(4.9)%$213.6$211.51.0%
Cybersecurity and Martech$69.0$72.0(4.0)%$283.5$291.2(2.6)%
Total revenues (3)
$412.8$389.95.9%$1,401.7$1,364.02.8%
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$63.41.0%$63.0$41.551.9%
Net income per diluted share (1)
$1.43$1.2910.9%$1.42$0.8959.6%
Adjusted EBITDA (2)
$171.8$167.62.5%$493.5$482.32.3%
Adjusted EBITDA margin (2)
41.6%43.0%(1.4)%35.2%35.4%(0.2)%
Adjusted net income (1)(2)
$110.2$107.03.0%$294.5$287.42.5%
Adjusted diluted EPS (1)(2)
$2.58$2.3310.7%$6.62$6.196.9%
Net cash provided by operating activities
$158.2$92.171.8%$390.3$320.022.0%
Free cash flow (2)
$131.1$65.999.0%$283.7$211.234.3%
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)LowHighLowHigh
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 &
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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.

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.
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ZIFF DAVIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED, IN THOUSANDS)
December 31,
20242023
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 assets105,966 88,570 
Total current assets1,272,069 1,190,994 
Long-term investments158,187 140,906 
Property and equipment, net of accumulated depreciation of $361,710 and $327,015, respectively
197,216 188,169 
Intangible assets, net425,749 325,406 
Goodwill1,580,258 1,546,065 
Deferred income taxes7,487 8,731 
Other assets63,368 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, current19,715 14,458 
Deferred revenue, current199,664 184,549 
Other current liabilities9,499 15,890 
Total current liabilities899,647 431,833 
Long-term debt864,282 1,001,312 
Deferred revenue, noncurrent5,504 8,169 
Income taxes payable, noncurrent— 8,486 
Liability for uncertain tax positions30,296 36,055 
Deferred income taxes46,018 45,503 
Other noncurrent liabilities47,705 46,666 
TOTAL LIABILITIES1,893,452 1,578,024 
Common stock428 461 
Additional paid-in capital 491,891 472,201 
Retained earnings1,401,034 1,491,956 
Accumulated other comprehensive loss(82,471)(71,620)
TOTAL STOCKHOLDERS’ EQUITY1,810,882 1,892,998 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$3,704,334 $3,471,022 

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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,
2024202320242023
Total revenues$412,823 $389,885 $1,401,688 $1,364,028 
Operating costs and expenses:
Direct costs53,242 45,070 200,323 185,650 
Sales and marketing150,510 126,449 519,694 487,365 
Research, development, and engineering17,549 15,532 67,373 68,860 
General, administrative, and other related costs53,029 52,483 203,461 195,726 
Depreciation and amortization59,971 69,631 211,916 236,966 
Goodwill impairment— — 85,273 56,850 
Total operating costs and expenses334,301 309,165 1,288,040 1,231,417 
Income from operations78,522 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), net2,438 (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 tax3,128 336 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:
Basic42,577,188 45,772,689 44,457,071 46,400,941 
Diluted46,690,090 50,985,086 44,519,693 46,464,261 
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ZIFF DAVIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
                                                              Years ended December 31,
20242023
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 amortization211,916 236,966 
Non-cash operating lease costs10,923 11,141 
Share-based compensation40,915 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 businesses3,780 — 
Goodwill impairment85,273 56,850 
Changes in fair value of contingent consideration— (200)
(Income) loss from equity method investments(11,223)9,329 
Loss on investment, net7,654 28,138 
Other3,601 5,159 
Decrease (increase) in:
Accounts receivable(153,121)(35,371)
Prepaid expenses and other current assets(17,153)(8,700)
Other assets11,367 (5,574)
Increase (decrease) in:
Accounts payable171,280 9,419 
Deferred revenue5,043 (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 investments19,455 3,174 
Proceeds from sale of businesses, net of cash divested7,860 — 
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 plan8,371 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 year737,612 652,793 
Cash and cash equivalents at end of year$505,880 $737,612 
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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;
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•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.


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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,
2024202320242023
Net income
$64,087 $63,422 $63,047 $41,503 
Interest expense, net6,391 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 amortization59,971 69,633 211,916 236,966 
Share-based compensation10,282 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 & ShoppingGaming & EntertainmentHealth & WellnessConnectivityCybersecurity & 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 amortization25,313 2,869 13,849 9,397 8,505 38 59,971 
Share-based compensation1,164 190 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 & ShoppingGaming & EntertainmentHealth & WellnessConnectivityCybersecurity & 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 amortization19,569 2,067 18,074 11,456 18,457 10 69,633 
Share-based compensation1,001 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 costs180 — — — — 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 & ShoppingGaming & EntertainmentHealth & WellnessConnectivityCybersecurity & 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 amortization83,424 10,733 52,766 31,882 33,025 86 211,916 
Share-based compensation5,014 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 charges223 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 & ShoppingGaming & EntertainmentHealth & WellnessConnectivityCybersecurity & 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 amortization83,271 10,368 59,870 31,793 52,618 (954)236,966 
Share-based compensation4,941 758 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 costs633 — — — 202 1,382 2,217 
Lease asset impairments and other charges1,019 — 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,
2024Per diluted share*2023Per 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, net942 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 



Years ended December 31,
2024Per diluted share*2023Per 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, net8,019 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 amountAdjustments
Adjusted
 non-GAAP amount
Interest, net(Gain) loss on sale of business(Gain) loss on investments, net(Income) loss from equity method investments, netAmortizationShare-based compensation
Acquisition, integration, and other costs
Disposal related costsLease asset impairments and other chargesGoodwill 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)$7 $— 
(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 amountAdjustmentsAdjusted
non-GAAP amount
Interest, net(Gain) loss on sale of business(Gain) loss on investments, net(Income) loss from equity method investments, netAmortizationShare-based compensation
Acquisition, integration, and other costs
Disposal related costsLease asset impairments and other chargesGoodwill 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 amountAdjustmentsAdjusted non-GAAP amount
Interest, net(Gain) loss on sale of business(Gain) loss on investments, net(Income) loss from equity method investments, netAmortizationShare-based compensation
Acquisition, integration, and other costs
Disposal related costsLease asset impairments and other chargesGoodwill 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 amountAdjustmentsAdjusted non-GAAP amount
Interest, net(Gain) loss on sale of business(Gain) loss on investments, net(Income) loss from equity method investments, netAmortizationShare-based compensation
Acquisition, integration, and other costs
Disposal related costsLease asset impairments and other chargesGoodwill impairment
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)— — — — 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
Q1Q2Q3Q4YTD
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
Q1Q2Q3Q4 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