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Ziff Davis Reports First Quarter 2025 Financial Results and Reaffirms 2025 Guidance

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NEW YORK--(BUSINESS WIRE)-- 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 EPSâ€�) 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)

Ìý

Ìý

Ìý

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)%

Notes:

(1)

Ìý

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)

Ìý

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)

Ìý

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

(4)

Ìý

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):

Ìý

2025 Range of Estimates

Ìý

Low

Ìý

High

Revenues

$

1,442

Ìý

$

1,502

Adjusted EBITDA

$

505

Ìý

$

542

Adjusted diluted EPS (1)

$

6.64

Ìý

$

7.28

________________________________

(1)Ìý

Ìý

It is anticipated that the Adjusted effective tax rate for 2025 will be between 23.25% and 25.25%.Ìý

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 . Following the event, the audio recording and presentation materials will be archived and made available at .

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 .

“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, 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 . 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.

ZIFF DAVIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED, IN THOUSANDS)

Ìý

Ìý

March 31, 2025

Ìý

December 31, 2024

ASSETS

Ìý

Ìý

Ìý

Cash and cash equivalents

$

431,007

Ìý

Ìý

$

505,880

Ìý

Accounts receivable, net of allowances of $7,501 and $8,148, respectively

Ìý

517,863

Ìý

Ìý

Ìý

660,223

Ìý

Prepaid expenses and other current assets

Ìý

123,449

Ìý

Ìý

Ìý

105,966

Ìý

Total current assets

Ìý

1,072,319

Ìý

Ìý

Ìý

1,272,069

Ìý

Long-term investments

Ìý

167,161

Ìý

Ìý

Ìý

158,187

Ìý

Property and equipment, net of accumulated depreciation of $389,984 and $361,710, respectively

Ìý

198,338

Ìý

Ìý

Ìý

197,216

Ìý

Intangible assets, net

Ìý

416,066

Ìý

Ìý

Ìý

425,749

Ìý

Goodwill

Ìý

1,598,605

Ìý

Ìý

Ìý

1,580,258

Ìý

Deferred income taxes

Ìý

7,500

Ìý

Ìý

Ìý

7,487

Ìý

Other assets

Ìý

55,886

Ìý

Ìý

Ìý

63,368

Ìý

TOTAL ASSETS

$

3,515,875

Ìý

Ìý

$

3,704,334

Ìý

LIABILITIES AND STOCKHOLDERS� EQUITY

Ìý

Ìý

Ìý

Accounts payable and accrued expenses

$

463,518

Ìý

Ìý

$

670,769

Ìý

Income taxes payable, current

Ìý

14,378

Ìý

Ìý

Ìý

19,715

Ìý

Deferred revenue, current

Ìý

217,711

Ìý

Ìý

Ìý

199,664

Ìý

Other current liabilities

Ìý

9,167

Ìý

Ìý

Ìý

9,499

Ìý

Total current liabilities

Ìý

704,774

Ìý

Ìý

Ìý

899,647

Ìý

Long-term debt

Ìý

864,829

Ìý

Ìý

Ìý

864,282

Ìý

Deferred revenue, noncurrent

Ìý

5,645

Ìý

Ìý

Ìý

5,504

Ìý

Liability for uncertain tax positions

Ìý

30,793

Ìý

Ìý

Ìý

30,296

Ìý

Deferred income taxes

Ìý

44,473

Ìý

Ìý

Ìý

46,018

Ìý

Other noncurrent liabilities

Ìý

43,996

Ìý

Ìý

Ìý

47,705

Ìý

TOTAL LIABILITIES

Ìý

1,694,510

Ìý

Ìý

Ìý

1,893,452

Ìý

Ìý

Ìý

Ìý

Ìý

Common stock

Ìý

422

Ìý

Ìý

Ìý

428

Ìý

Additional paid-in capital

Ìý

485,008

Ìý

Ìý

Ìý

491,891

Ìý

Retained earnings

Ìý

1,406,715

Ìý

Ìý

Ìý

1,401,034

Ìý

Accumulated other comprehensive loss

Ìý

(70,780

)

Ìý

Ìý

(82,471

)

TOTAL STOCKHOLDERS� EQUITY

Ìý

1,821,365

Ìý

Ìý

Ìý

1,810,882

Ìý

TOTAL LIABILITIES AND STOCKHOLDERS� EQUITY

$

3,515,875

Ìý

Ìý

$

3,704,334

ZIFF DAVIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

Ìý

Ìý

Three months ended March 31,

Ìý

2025

Ìý

2024

Total revenues

$

328,636

Ìý

Ìý

$

314,485

Ìý

Operating costs and expenses:

Ìý

Ìý

Ìý

Direct costs

Ìý

47,208

Ìý

Ìý

Ìý

45,887

Ìý

Sales and marketing

Ìý

127,680

Ìý

Ìý

Ìý

117,000

Ìý

Research, development, and engineering

Ìý

15,876

Ìý

Ìý

Ìý

17,774

Ìý

General, administrative, and other related costs

Ìý

46,910

Ìý

Ìý

Ìý

49,510

Ìý

Depreciation and amortization

Ìý

55,832

Ìý

Ìý

Ìý

48,453

Ìý

Total operating costs and expenses

Ìý

293,506

Ìý

Ìý

Ìý

278,624

Ìý

Income from operations

Ìý

35,130

Ìý

Ìý

Ìý

35,861

Ìý

Interest expense, net

Ìý

(6,131

)

Ìý

Ìý

(1,769

)

Loss on sale of businesses

Ìý

�

Ìý

Ìý

Ìý

(3,780

)

Loss on investments, net

Ìý

�

Ìý

Ìý

Ìý

(10,705

)

Other loss, net

Ìý

(2,803

)

Ìý

Ìý

(104

)

Income before income tax expense and income (loss) from equity method investment

Ìý

26,196

Ìý

Ìý

Ìý

19,503

Ìý

Income tax expense

Ìý

(8,587

)

Ìý

Ìý

(8,231

)

Income (loss) from equity method investment, net of tax

Ìý

6,630

Ìý

Ìý

Ìý

(645

)

Net income

$

24,239

Ìý

Ìý

$

10,627

Ìý

Ìý

Ìý

Ìý

Ìý

Net income per common share:

Ìý

Ìý

Ìý

Basic

$

0.57

Ìý

Ìý

$

0.23

Ìý

Diluted

$

0.56

Ìý

Ìý

$

0.23

Ìý

Weighted average shares outstanding:

Ìý

Ìý

Ìý

Basic

Ìý

42,558,090

Ìý

Ìý

Ìý

45,860,033

Ìý

Diluted

Ìý

44,167,069

Ìý

Ìý

45,955,365

ZIFF DAVIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED, IN THOUSANDS)

Ìý

Ìý

Three months ended March 31,

Ìý

2025

Ìý

2024

Cash flows from operating activities:

Ìý

Ìý

Ìý

Net income

$

24,239

Ìý

Ìý

$

10,627

Ìý

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

Ìý

Ìý

Ìý

Depreciation and amortization

Ìý

55,832

Ìý

Ìý

Ìý

48,453

Ìý

Non-cash operating lease costs

Ìý

2,034

Ìý

Ìý

Ìý

2,770

Ìý

Share-based compensation

Ìý

9,752

Ìý

Ìý

Ìý

8,872

Ìý

Provision for credit losses on accounts receivable

Ìý

160

Ìý

Ìý

Ìý

50

Ìý

Deferred income taxes, net

Ìý

548

Ìý

Ìý

Ìý

(2,709

)

Loss on sale of businesses

Ìý

�

Ìý

Ìý

Ìý

3,780

Ìý

Changes in fair value of contingent consideration

Ìý

(1,803

)

Ìý

Ìý

�

Ìý

(Income) loss from equity method investments, net

Ìý

(6,630

)

Ìý

Ìý

645

Ìý

Loss on investments, net

Ìý

�

Ìý

Ìý

Ìý

10,705

Ìý

Other

Ìý

912

Ìý

Ìý

Ìý

1,278

Ìý

Decrease (increase) in:

Ìý

Ìý

Ìý

Accounts receivable

Ìý

143,721

Ìý

Ìý

Ìý

55,365

Ìý

Prepaid expenses and other current assets

Ìý

(17,709

)

Ìý

Ìý

(9,423

)

Other assets

Ìý

7,252

Ìý

Ìý

Ìý

(2,078

)

Increase (decrease) in:

Ìý

Ìý

Ìý

Accounts payable

Ìý

(210,857

)

Ìý

Ìý

(62,270

)

Deferred revenue

Ìý

18,493

Ìý

Ìý

Ìý

15,169

Ìý

Accrued liabilities and other current liabilities

Ìý

(5,331

)

Ìý

Ìý

(5,676

)

Net cash provided by operating activities

Ìý

20,613

Ìý

Ìý

Ìý

75,558

Ìý

Cash flows from investing activities:

Ìý

Ìý

Ìý

Purchases of property and equipment

Ìý

(25,619

)

Ìý

Ìý

(28,129

)

Acquisition of businesses, net of cash received

Ìý

(39,198

)

Ìý

Ìý

(44,524

)

Proceeds from sale of businesses, net of cash divested

Ìý

�

Ìý

Ìý

Ìý

1,238

Ìý

Other

Ìý

(12

)

Ìý

Ìý

(66

)

Net cash used in investing activities

Ìý

(64,829

)

Ìý

Ìý

(71,481

)

Cash flows from financing activities:

Ìý

Ìý

Ìý

Repurchase of common stock

Ìý

(34,900

)

Ìý

Ìý

(3,923

)

Deferred payments for acquisitions

Ìý

�

Ìý

Ìý

Ìý

(2,418

)

Other

Ìý

(106

)

Ìý

Ìý

30

Ìý

Net cash used in financing activities

Ìý

(35,006

)

Ìý

Ìý

(6,311

)

Effect of exchange rate changes on cash and cash equivalents

Ìý

4,349

Ìý

Ìý

Ìý

(599

)

Net change in cash and cash equivalents

Ìý

(74,873

)

Ìý

Ìý

(2,833

)

Cash and cash equivalents at beginning of period

Ìý

505,880

Ìý

Ìý

Ìý

737,612

Ìý

Cash and cash equivalents at end of period

$

431,007

Ìý

Ìý

$

734,779

Ìý

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 Fundâ€�). 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;
  • 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 (“ROUâ€�) 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.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(UNAUDITED, IN THOUSANDS)

Ìý

The following table sets forth a reconciliation of Net income to Adjusted EBITDA:

Ìý

Ìý

Three months ended March 31,

Ìý

2025

Ìý

2024

Net income

$

24,239

Ìý

Ìý

$

10,627

Ìý

Interest expense, net

Ìý

6,131

Ìý

Ìý

Ìý

1,769

Ìý

Loss on sale of businesses

Ìý

�

Ìý

Ìý

Ìý

3,780

Ìý

Loss on investment, net

Ìý

�

Ìý

Ìý

Ìý

10,705

Ìý

Other loss, net

Ìý

2,803

Ìý

Ìý

Ìý

104

Ìý

Income tax expense

Ìý

8,587

Ìý

Ìý

Ìý

8,231

Ìý

(Income) loss from equity method investments, net of tax

Ìý

(6,630

)

Ìý

Ìý

645

Ìý

Depreciation and amortization

Ìý

55,832

Ìý

Ìý

Ìý

48,453

Ìý

Share-based compensation

Ìý

9,752

Ìý

Ìý

Ìý

8,872

Ìý

Acquisition, integration, and other costs

Ìý

(557

)

Ìý

Ìý

6,266

Ìý

Disposal related costs

Ìý

1

Ìý

Ìý

Ìý

496

Lease asset impairments and other charges

Ìý

20

Ìý

Ìý

Ìý

803

Ìý

Adjusted EBITDA

$

100,178

Ìý

Ìý

$

100,751

Ìý

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(UNAUDITED, IN THOUSANDS)

Ìý

The following table sets forth Revenues and a reconciliation of (Loss) income from operations to Adjusted EBITDA by segment:

Ìý

Ìý

Three months ended March 31, 2025

Ìý

Technology &
Shopping

Ìý

Gaming &
Entertainment

Ìý

Health &
Wellness

Ìý

Connectivity

Ìý

Cybersecurity
& Martech

Ìý

Corporate (1)

Ìý

Total

Revenues

$

81,690

Ìý

Ìý

$

38,026

Ìý

Ìý

$

85,786

Ìý

Ìý

$

55,820

Ìý

Ìý

$

67,314

Ìý

Ìý

$

�

Ìý

Ìý

$

328,636

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

(Loss) income from operations

$

(3,963

)

Ìý

$

8,774

Ìý

Ìý

$

16,962

Ìý

Ìý

$

19,512

Ìý

Ìý

$

11,323

Ìý

Ìý

$

(17,478

)

Ìý

$

35,130

Ìý

Depreciation and amortization

Ìý

22,405

Ìý

Ìý

Ìý

2,618

Ìý

Ìý

Ìý

12,928

Ìý

Ìý

Ìý

7,380

Ìý

Ìý

Ìý

10,387

Ìý

Ìý

Ìý

114

Ìý

Ìý

Ìý

55,832

Ìý

Share-based compensation

Ìý

1,153

Ìý

Ìý

Ìý

329

Ìý

Ìý

Ìý

1,363

Ìý

Ìý

Ìý

670

Ìý

Ìý

Ìý

967

Ìý

Ìý

Ìý

5,270

Ìý

Ìý

Ìý

9,752

Ìý

Acquisition, integration, and other costs

Ìý

1,651

Ìý

Ìý

Ìý

338

Ìý

Ìý

Ìý

(1,812

)

Ìý

Ìý

497

Ìý

Ìý

Ìý

(754

)

Ìý

Ìý

(477

)

Ìý

Ìý

(557

)

Disposal related costs

Ìý

1

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

1

Ìý

Lease asset impairments and other charges

Ìý

(241

)

Ìý

Ìý

87

Ìý

Ìý

(86

)

Ìý

�

Ìý

Ìý

255

Ìý

Ìý

Ìý

5

Ìý

Ìý

Ìý

20

Ìý

Adjusted EBITDA

$

21,006

Ìý

Ìý

$

12,146

Ìý

Ìý

$

29,355

Ìý

Ìý

$

28,059

Ìý

Ìý

$

22,178

Ìý

Ìý

$

(12,566

)

Ìý

$

100,178

Ìý

Ìý

Three months ended March 31, 2024

Ìý

Technology &
Shopping

Ìý

Gaming &
Entertainment

Ìý

Health &
Wellness

Ìý

Connectivity

Ìý

Cybersecurity
& Martech

Ìý

Corporate (1)

Ìý

Total

Revenues

$

69,267

Ìý

Ìý

$

36,640

Ìý

Ìý

$

79,978

Ìý

Ìý

$

53,148

Ìý

Ìý

$

75,452

Ìý

Ìý

$

�

Ìý

Ìý

$

314,485

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

(Loss) income from operations

$

(6,635

)

Ìý

$

10,515

Ìý

Ìý

$

8,600

Ìý

Ìý

$

19,359

Ìý

Ìý

$

19,428

Ìý

Ìý

$

(15,406

)

Ìý

$

35,861

Ìý

Depreciation and amortization

Ìý

17,914

Ìý

Ìý

Ìý

2,392

Ìý

Ìý

Ìý

13,399

Ìý

Ìý

Ìý

7,001

Ìý

Ìý

Ìý

7,740

Ìý

Ìý

Ìý

7

Ìý

Ìý

Ìý

48,453

Ìý

Share-based compensation

Ìý

1,178

Ìý

Ìý

Ìý

188

Ìý

Ìý

Ìý

1,341

Ìý

Ìý

Ìý

633

Ìý

Ìý

Ìý

1,134

Ìý

Ìý

Ìý

4,398

Ìý

Ìý

Ìý

8,872

Ìý

Acquisition, integration, and other costs

Ìý

1,663

Ìý

Ìý

Ìý

334

Ìý

Ìý

Ìý

2,858

Ìý

Ìý

Ìý

(47

)

Ìý

Ìý

864

Ìý

Ìý

Ìý

594

Ìý

Ìý

Ìý

6,266

Ìý

Disposal related costs

Ìý

366

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

130

Ìý

Ìý

Ìý

496

Ìý

Lease asset impairments and other charges

Ìý

138

Ìý

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

Ìý

477

Ìý

Ìý

188

Ìý

Ìý

Ìý

803

Adjusted EBITDA

$

14,624

Ìý

Ìý

$

13,429

Ìý

Ìý

$

26,198

Ìý

Ìý

$

26,946

Ìý

Ìý

$

29,643

Ìý

Ìý

$

(10,089

)

Ìý

$

100,751

Ìý

________________________________
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.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Ìý

The following tables set forth a reconciliation of Net income to Adjusted net income with adjustments presented on after-tax basis:

Ìý

Ìý

Three months ended March 31,

Ìý

2025

Ìý

Per diluted
share (1)

Ìý

2024

Ìý

Per diluted
share (1)

Net income

$

24,239

Ìý

Ìý

$

0.56

Ìý

Ìý

$

10,627

Ìý

$

0.23

Interest, net

Ìý

61

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

(5

)

Ìý

Ìý

�

Ìý

Loss on sale of businesses

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

3,780

Ìý

Ìý

Ìý

0.08

Ìý

Loss on investments, net

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

9,668

Ìý

Ìý

Ìý

0.21

Ìý

(Income) loss from equity method investment, net of tax

Ìý

(6,630

)

Ìý

Ìý

(0.16

)

Ìý

Ìý

645

Ìý

Ìý

Ìý

0.01

Ìý

Amortization

Ìý

21,868

Ìý

Ìý

Ìý

0.51

Ìý

Ìý

Ìý

20,085

Ìý

Ìý

Ìý

0.44

Ìý

Share-based compensation

Ìý

9,816

Ìý

Ìý

Ìý

0.23

Ìý

Ìý

Ìý

7,786

Ìý

Ìý

Ìý

0.17

Ìý

Acquisition, integration, and other costs

Ìý

(442

)

Ìý

Ìý

(0.01

)

Ìý

Ìý

4,871

Ìý

Ìý

Ìý

0.11

Ìý

Disposal related costs

Ìý

1

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

372

Ìý

Ìý

Ìý

0.01

Ìý

Lease asset impairment and other charges

Ìý

27

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

643

Ìý

Ìý

Ìý

0.01

Ìý

Dilutive effect of the convertible debt

Ìý

�

Ìý

Ìý

Ìý

0.01

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Adjusted net income

$

48,940

Ìý

Ìý

$

1.14

Ìý

Ìý

$

58,472

Ìý

Ìý

$

1.27

Ìý

________________________________

(1)

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

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(UNAUDITED, IN THOUSANDS)

Ìý

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.

Ìý

Ìý

Three months ended March 31, 2025

Ìý

GAAP amount

Adjustments

Adjusted
non-GAAP
amount

Ìý

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

)

$

�

Ìý

$

�

Ìý

$

�

Ìý

$

�

Ìý

$

�

Ìý

$

63

Ìý

$

66

Ìý

$

�

Ìý

$

�

Ìý

$

(47,079

)

Sales and marketing

$

(127,680

)

Ìý

�

Ìý

Ìý

�

Ìý

�

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

986

Ìý

982

Ìý

Ìý

�

Ìý

�

$

(125,712

)

Research, development, and engineering

$

(15,876

)

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

790

Ìý

Ìý

(65

)

Ìý

�

Ìý

Ìý

�

Ìý

$

(15,151

)

General, administrative, and other related costs

$

(46,910

)

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

7,913

Ìý

Ìý

(1,540

)

Ìý

1

Ìý

Ìý

20

Ìý

$

(40,516

)

Depreciation and amortization

$

(55,832

)

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

28,791

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

$

(27,041

)

Interest expense, net

$

(6,131

)

Ìý

81

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

$

(6,050

)

Income tax expense (1)

$

(8,587

)

Ìý

(20

)

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

(6,923

)

Ìý

64

Ìý

Ìý

115

Ìý

Ìý

�

Ìý

Ìý

7

Ìý

$

(15,344

)

Income from equity method investment, net of tax

$

6,630

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

(6,630

)

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

$

�

Ìý

Total non-GAAP adjustments

Ìý

$

61

Ìý

$

�

Ìý

$

�

Ìý

$

(6,630

)

$

21,868

Ìý

$

9,816

Ìý

$

(442

)

$

1

Ìý

$

27

Ìý

Ìý

________________________________

(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.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(UNAUDITED, IN THOUSANDS)

Ìý

Ìý

Three months ended March 31, 2024

Ìý

GAAP amount

Adjustments

Adjusted
non-GAAP
amount

Ìý

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

)

$

�

Ìý

$

�

Ìý

$

�

Ìý

$

�

Ìý

$

�

Ìý

$

61

Ìý

$

170

Ìý

$

�

Ìý

$

�

Ìý

$

(45,656

)

Sales and marketing

$

(117,000

)

Ìý

�

Ìý

Ìý

�

Ìý

�

Ìý

Ìý

�

Ìý

�

Ìý

Ìý

758

Ìý

Ìý

541

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

$

(115,701

)

Research, development, and engineering

$

(17,774

)

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

1,090

Ìý

Ìý

223

Ìý

Ìý

40

Ìý

Ìý

�

Ìý

$

(16,421

)

General, administrative, and other related costs

$

(49,510

)

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

6,963

Ìý

Ìý

5,332

Ìý

Ìý

456

Ìý

Ìý

803

Ìý

$

(35,956

)

Depreciation and amortization

$

(48,453

)

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

26,424

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

$

(22,029

)

Interest expense, net

$

(1,769

)

Ìý

(7

)

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

$

(1,776

)

Loss on sale of business

$

(3,780

)

Ìý

�

Ìý

Ìý

3,780

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

$

�

Ìý

Loss on investments, net

$

(10,705

)

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

10,705

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

$

�

Ìý

Income tax expense (1)

$

(8,231

)

Ìý

2

Ìý

Ìý

�

Ìý

Ìý

(1,037

)

Ìý

�

Ìý

Ìý

(6,339

)

Ìý

(1,086

)

Ìý

(1,395

)

Ìý

(124

)

Ìý

(160

)

$

(18,370

)

Loss from equity method investment, net of tax

$

(645

)

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

645

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

$

�

Ìý

Total non-GAAP adjustments

Ìý

$

(5

)

$

3,780

Ìý

$

9,668

Ìý

$

645

Ìý

$

20,085

Ìý

$

7,786

Ìý

$

4,871

Ìý

$

372

Ìý

$

643

Ìý

Ìý

________________________________

(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.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(UNAUDITED, IN THOUSANDS)

Ìý

The following tables set forth a reconciliation of Net cash provided by operating activities to Free cash flow:

Ìý

2025

Q1

Ìý

Q2

Ìý

Q3

Ìý

Q4

Ìý

YTD

Net cash provided by operating activities

$

20,613

Ìý

Ìý

$

�

Ìý

Ìý

$

�

Ìý

Ìý

$

�

Ìý

Ìý

$

20,613

Ìý

Less: Purchases of property and equipment

Ìý

(25,619

)

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

(25,619

)

Free cash flow

$

(5,006

)

Ìý

$

�

Ìý

Ìý

$

�

Ìý

Ìý

$

�

Ìý

Ìý

$

(5,006

)

2024

Q1

Ìý

Q2

Ìý

Q3

Ìý

Q4

Ìý

YTD

Net cash provided by operating activities

$

75,558

Ìý

Ìý

$

50,564

Ìý

Ìý

$

105,960

Ìý

Ìý

$

158,233

Ìý

Ìý

$

390,315

Ìý

Less: Purchases of property and equipment

Ìý

(28,129

)

Ìý

Ìý

(25,504

)

Ìý

Ìý

(25,843

)

Ìý

Ìý

(27,159

)

Ìý

Ìý

(106,635

)

Free cash flow

$

47,429

Ìý

Ìý

$

25,060

Ìý

Ìý

$

80,117

Ìý

Ìý

$

131,074

Ìý

Ìý

$

283,680

Ìý

Ìý

Alan Steier

Investor Relations

Ziff Davis, Inc.

[email protected]

Rebecca Wright

Corporate Communications

Ziff Davis, Inc.

[email protected]

Source: Ziff Davis, Inc.

Ziff Davis Inc

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