Ziff Davis, Inc. (NASDAQ: ZD) today reported preliminary
unaudited financial results for the fourth quarter and year ended
December 31, 2021.
“We had a strong finish to an exceptional year in which we
posted fantastic results and executed on a transformational
spin-off," said Vivek Shah, CEO of Ziff Davis. "We are excited by
our growth prospects and the opportunities to continue to deploy
our financial and human capital to generate value for our
stakeholders."
FOURTH QUARTER 2021
HIGHLIGHTS
On October 7, 2021, Ziff Davis completed the separation of the
cloud fax business to Consensus Cloud Solutions, Inc.
(“Consensus”). As the spin-off occurred during the fourth quarter
of 2021, Ziff Davis has classified Consensus as a discontinued
operation in its financial statements for all periods. Results in
this press release represent continuing operations, except for the
Statement of Cash Flows, net cash provided by operating activities
and free cash flow, which are on a combined continuing and
discontinued operations basis.
Q4 2021 quarterly revenues increased 6.4% to $408.6 million
compared to $384.1 million for Q4 2020. On a pro-forma(6) basis, Q4
2021 quarterly revenues increased 10.4% to $408.6 million as
compared to $370.1 million for Q4 2020.
GAAP net income per diluted share from continuing operations(3)
increased to $7.62 in Q4 2021 compared to $0.91 for Q4 2020. The
earnings increase was primarily due to an unrealized gain on
investment of $290 million to record our investment in Consensus
($6.03 per share, after tax).
Adjusted non-GAAP net income per diluted share from continuing
operations(3)(4) for the quarter decreased (3.1)% to $2.17 compared
to $2.24 for Q4 2020. On a pro-forma(6) basis, Adjusted non-GAAP
net income per diluted share from continuing operations(3)(4) for
the quarter increased 0.5% to $2.17 as compared to $2.16 for Q4
2020.
GAAP net income from continuing operations increased to $370.0
million compared to $41.7 million for Q4 2020 primarily due to an
unrealized gain on investment of $290 million to record our
investment in Consensus.
Adjusted non-GAAP net income from continuing operations
increased by 4.4% to $104.3 million as compared to $99.9 million
for Q4 2020. On a pro-forma(6) basis, Adjusted non-GAAP net income
from continuing operations increased by 8.4% to $104.3 million as
compared to $96.2 million for Q4 2020.
Adjusted EBITDA(5) for the quarter increased 2.9% to $161.6
million compared to $157.1 million for Q4 2020. On a pro-forma(6)
basis, Adjusted EBITDA(5) for the quarter increased 6.8% to $161.6
million compared to $151.3 million for Q4 2020.
Net cash provided by operating activities from continuing and
discontinued operations was $85.3 million during Q4 2021 compared
to $124.1 in Q4 2020. Q4 2021 free cash flow from continuing and
discontinued operations(2) was $59.1 million during Q4 2021
compared to $102.9 million in Q4 2020.
The company ended the quarter with approximately $1.05 billion
in cash, cash equivalents, and investments after deploying
approximately $29.7 million during the quarter for current and
prior year acquisitions.
Key financial results for Q4 2021 versus Q4 2020 are set forth
in the following table (in millions, except per share amounts).
Reconciliations of Adjusted non-GAAP earnings per diluted share,
Adjusted EBITDA and free cash flow to their nearest comparable GAAP
financial measures are attached to this Press Release.
The following table reflects Actual and Pro Forma Results from
Continuing Operations, except for Cash Provided by Operating
Activities and Free Cash Flow which is on a combined basis of
continuing operations and discontinued operations, for the fourth
quarter of 2021 and 2020 (in millions, except per share amounts).
Pro-Forma Results from Continuing Operations below excludes the
operating results from Voice assets in Australia, New Zealand, and
the United Kingdom that were sold in 2020 and 2021, respectively,
and the Company’s B2B Backup business that was sold during the
third quarter of 2021.
Pro-Forma Results(6)
Q4 2021
Q4 2020
% Change
Q4 2021
Q4 2020
% Change
Revenues
Digital Media
$325.7
$297.9
9.3%
$325.7
$297.9
9.3%
Cybersecurity and Martech
$82.9
$86.2
(3.8)%
$82.9
$72.2
14.8%
Total Revenue: (1)
$408.6
$384.1
6.4%
$408.6
$370.1
10.4%
Income from Operations
$85.4
$77.9
9.6%
GAAP Income per Diluted Share from
Continuing Operations (3)
$7.62
$0.91
737.4%
Adjusted Non-GAAP Income per Diluted
Share from Continuing Operations (3) (4)
$2.17
$2.24
(3.1)%
$2.17
$2.16
0.5%
GAAP Net Income from Continuing
Operations
$370.0
$41.7
787.3%
Adjusted Non-GAAP Net Income from
Continuing Operations
$104.3
$99.9
4.4%
$104.3
$96.2
8.4%
Adjusted EBITDA (5)
$161.6
$157.1
2.9%
$161.6
$151.3
6.8%
Adjusted EBITDA Margin (5)
39.5%
40.9%
(1.4)%
39.5%
40.9%
(1.4)%
Net Cash Provided by Operating
Activities from Continuing and Discontinued Operations
$85.3
$124.1
(31.3)%
Free Cash Flow from Continuing and
Discontinued Operations (2)
$59.1
$102.9
(42.6)%
FULL YEAR 2021
HIGHLIGHTS
2021 revenues increased 22.3% to a record of $1.42 billion
compared to $1.16 billion for 2020. On a pro-forma(6) basis, 2021
revenues increased 26.8% to $1.38 billion as compared to $1.09
billion for 2020.
GAAP net income per diluted share(3) from continuing operations
increased to $8.09 in 2021 compared to $0.58 for 2020. The net
income increase was primarily due to an unrealized gain on
investment of $290 million to record our investment in Consensus.
($6.24 per share, after tax).
Adjusted non-GAAP net income per diluted share from continuing
operations(3)(4) for the year increased by 23.4% to $6.33 compared
to $5.13 for 2020. On a pro-forma(6) basis, Adjusted non-GAAP net
income per diluted share from continuing operations(3)(4) for the
year increased 31.4% to $6.11 as compared to $4.65 for 2020.
GAAP net income from continuing operations increased to $387.5
million compared to $27.4 million for 2020 primarily due to an
unrealized gain on investment of $290 million to record our
investment in Consensus.
Adjusted non-GAAP net income from continuing operations
increased by 22.5% to $292.7 million as compared to $238.9 million
for 2020. On a pro-forma(6) basis, Adjusted non-GAAP net income
from continuing operations increased by 30.5% to $282.5 million as
compared to $216.4 million for 2020.
Adjusted EBITDA(5) for the year increased 23.3% to $498.7
million compared to $404.5 million for 2020. On a pro-forma(6)
basis, Adjusted EBITDA(5) for the year increased 28.3% to $484.6
million compared to $377.7 million for 2020.
Net cash provided by operating activities from continuing and
discontinued operations was $515.6 million during 2021 compared to
$480.1 million in 2020. Free cash flow from continuing and
discontinued operations(2) was $402.5 million during 2021 compared
to $407.7 million in 2020.
The following table reflects Actual and Pro-Forma Results from
Continuing Operations, except for Cash Provided by Operating
Activities and Free Cash Flow which is on a combined basis of
continuing operations and discontinued operations for the twelve
months ended December 31, 2021 and 2020 (in millions, except per
share amounts). Pro-Forma Results from Continuing Operations below
excludes the operating results from Voice assets in Australia, New
Zealand, and the United Kingdom that were sold in 2020 and 2021,
respectively, and the Company’s B2B Backup business that was sold
during the third quarter of 2021.
Pro-Forma Results(6)
2021
2020
% Change
2021
2020
% Change
Revenues
Digital Media
$1,068.5
$811.1
31.7%
$1,068.5
$811.1
31.7%
Cybersecurity and Martech
$348.2
$347.7
0.1%
$314.7
$279.6
12.6%
Total Revenue: (1)
$1,416.7
$1,158.8
22.3%
$1,383.2
$1,090.7
26.8%
Income from Operations
$166.4
$136.6
21.8%
GAAP Income per Diluted Share from
Continuing Operations (3)
$8.09
$0.58
1,294.8%
Adjusted Non-GAAP Income per Diluted
Share from Continuing Operations (3) (4)
$6.33
$5.13
23.4%
$6.11
$4.65
31.4%
GAAP Net Income from Continuing
Operations
$387.5
$27.4
1,314.2%
Adjusted Non-GAAP Net Income from
Continuing Operations
$292.7
$238.9
22.5%
$282.5
$216.4
30.5%
Adjusted EBITDA (5)
$498.7
$404.5
23.3%
$484.6
$377.7
28.3%
Adjusted EBITDA Margin (5)
35.2%
34.9%
0.3%
35.0%
34.6%
0.4%
Net Cash Provided by Operating
Activities from Continuing and Discontinued Operations
$515.6
$480.1
7.4%
Free Cash Flow from Continuing and
Discontinued Operations (2)
$402.5
$407.7
(1.3)%
ZIFF DAVIS GUIDANCE
The Company’s estimates for fiscal year 2022 are as follows (in
millions, except per share amounts):
Revenue
Adjusted EBITDA
Adjusted Diluted EPS
FY 2022 Range of Estimates
$1,497-$1,535
$538-$555
$6.52-$6.79
Adjusted non-GAAP net income per diluted share for 2022 excludes
share-based compensation of between $24 million and $28 million,
amortization of acquired intangibles and the impact of any
currently unanticipated items, in each case net of tax.
It is anticipated that the non-GAAP effective tax rate for 2022
(exclusive of the release of reserves for uncertain tax positions)
will be between 23.5% and 25%.
The Company has not reconciled the non-GAAP Business Outlook for
2022 Adjusted EBITDA or Adjusted non-GAAP Diluted EPS and tax rate
information included in this release to the most directly
comparable GAAP measure because this cannot be done without
unreasonable effort due to the variability with respect to costs
related to acquisitions and taxation, which are potential
adjustments to future earnings. We expect the variability of these
items to have a potentially unpredictable and significant impact on
our future GAAP financial results.
Notes:
(1)
The revenues associated with each of the
businesses may not foot precisely since each is presented
independently.
(2)
Free cash flow is defined as net cash
provided by operating activities from continuing operations, less
purchases of property and equipment from continuing operations,
plus contingent consideration from continuing operations. Free cash
flow amounts are not meant as a substitute for GAAP, but are solely
for informational purposes.
(3)
The estimated GAAP effective tax rates
were approximately 1.4% for Q4 2021 and 30.8% for Q4 2020. The
estimated Adjusted non-GAAP effective tax rates were approximately
23.1% for Q4 2021 and 22.8% for Q4 2020.
(4)
Adjusted non-GAAP net income per diluted
share excludes certain non-GAAP items, as defined in the
Reconciliation of GAAP to Adjusted non-GAAP Financial Measures, for
the three months ended December 31, 2021 and 2020 totaled $(5.45)
and $1.33 per diluted share, respectively.
(5)
Adjusted EBITDA is defined as net income
from continuing operations before interest; gain on sale of
businesses; goodwill impairment of business; loss on investments,
net; other income (expense), net; income tax expense (benefit);
income (loss) from equity method investment, net; depreciation and
amortization; and the items used to reconcile EPS to Adjusted
non-GAAP EPS, as defined in the Reconciliation of GAAP to Adjusted
non-GAAP Financial Measures. Adjusted EBITDA amounts are not meant
as a substitute for GAAP, but are solely for informational
purposes.
(6)
Pro-forma figures are provided taking into
consideration the sale of certain Voice assets in Australia, New
Zealand, and the United Kingdom as well as the sale of the
Company’s B2B Backup business as if they had occurred January 1,
2020. As a result of the separation of the Consensus business on
October 7, 2021, a portion of Ziff Davis’ shared overhead costs
were reduced. Ziff Davis estimates that it would have achieved
additional savings of approximately $7 million and $9 million in
2021 and 2020, respectively, if Consensus was separated on January
1, 2020.
About Ziff Davis
Ziff Davis, Inc. (NASDAQ: ZD) is a vertically focused digital
media and internet company whose portfolio includes leading brands
in technology, entertainment, shopping, health, cybersecurity, and
martech. For more information, visit www.ziffdavis.com.
Preliminary Unaudited Results: These fourth quarter and
full year 2020 and 2021 results are preliminary, unaudited, and
subject to adjustments. In particular, due to the complexity of the
October 7, 2021 spin-off of Consensus and the related transactions
(including the debt-for-debt exchange), the presentation of the
transaction's impact on the Company's financial statements
(including the presentation of continuing and discontinued
operations and the size of the gain associated with the retention
of the 19.9% stake in Consensus) is still being finalized. Any
change to the impact of the unrealized gain on investment of $290
million associated with the retention of the 19.9% stake in
Consensus could be material to our GAAP net income from continuing
operations. As a result of the foregoing, certain information
provided herein is subject to change.
“Safe Harbor” Statement Under the Private Securities
Litigation Reform Act of 1995: Certain statements in this Press
Release are “forward-looking statements” within the meaning of The
Private Securities Litigation Reform Act of 1995, including those
contained in Vivek Shah’s quote and the “Business Outlook” portion
regarding the Company’s expected fiscal 2022 financial performance.
These forward-looking statements are based on management’s current
expectations or beliefs and are subject to numerous assumptions,
risks and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
These factors and uncertainties include, among other items: the
Company’s ability to grow revenues, profitability and cash flows;
the Company’s ability to identify, close and successfully
transition acquisitions; subscriber growth and retention;
variability of the Company’s revenue based on changing conditions
in particular industries and the economy generally; protection of
the Company’s proprietary technology or infringement by the Company
of intellectual property of others; the risk of adverse changes in
the U.S. or international regulatory environments, including but
not limited to the imposition or increase of taxes or
regulatory-related fees; and the numerous other factors set forth
in Ziff Davis’ (formerly J2 Global, Inc.) filings with the
Securities and Exchange Commission (“SEC”). For a more detailed
description of the risk factors and uncertainties affecting Ziff
Davis, refer to the 2020 Annual Report on Form 10-K filed by Ziff
Davis on March 1, 2021, and the other reports filed by Ziff Davis
from time-to-time with the SEC, each of which is available at
www.sec.gov. The forward-looking statements provided in this press
release, including those contained in Vivek Shah’s quote and in the
“Business Outlook” portion regarding the Company’s expected fiscal
2022 financial performance are based on limited information
available to the Company at this time, which is subject to change.
Although management’s expectations may change after the date of
this press release, the Company undertakes no obligation to revise
or update these statements.
About non-GAAP Financial Measures
To supplement our consolidated financial statements, which are
prepared and presented in accordance with GAAP, we use the
following Adjusted non-GAAP financial measures: Adjusted non-GAAP
and Pro Forma net income, Adjusted non-GAAP and Pro Forma net
income per diluted share, Adjusted and Pro Forma EBITDA and free
cash flow. The presentation of this financial information is not
intended to be considered in isolation or as a substitute for, or
superior to, the financial information prepared and presented in
accordance with GAAP.
We use these Adjusted non-GAAP financial measures for financial
and operational decision-making and as a means to evaluate
period-to-period comparisons. Our management believes that these
Adjusted non-GAAP financial measures provide meaningful
supplemental information regarding our performance and liquidity by
excluding certain expenses and expenditures that may not be
indicative of our recurring core business operating results. We
believe that both management and investors benefit from referring
to these Adjusted non-GAAP financial measures in assessing our
performance and when planning, forecasting, and analyzing future
periods. These Adjusted non-GAAP financial measures also facilitate
management’s internal comparisons to our historical performance and
liquidity. We believe these Adjusted non-GAAP financial measures
are useful to investors both because (1) they allow for greater
transparency with respect to key metrics used by management in its
financial and operational decision-making and (2) they are used by
our institutional investors and the analyst community to help them
analyze the health of our business.
For more information on these Adjusted non-GAAP financial
measures, please see the appropriate GAAP to Adjusted non-GAAP
reconciliation tables included within the attached Exhibit to this
release.
ZIFF DAVIS, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE
SHEETS
(UNAUDITED, IN
THOUSANDS)
December 31,
2021
December 31,
2020
ASSETS
Cash and cash equivalents
$
694,842
$
176,443
Short-term investments
229,200
663
Accounts receivable, net of allowances of
$9,811 and $11,552, respectively
311,728
309,549
Prepaid expenses and other current
assets
60,290
52,160
Current assets, discontinued
operations
4,626
84,028
Total current assets
1,300,686
622,843
Long-term investments
122,593
97,495
Property and equipment, net
161,209
133,973
Operating lease right-of-use assets
55,617
103,534
Trade names, net
147,761
158,553
Customer relationships, net
275,451
363,515
Goodwill
1,524,429
1,507,098
Other purchased intangibles, net
149,512
156,821
Deferred income taxes, noncurrent
5,917
12,195
Other assets
20,090
15,760
Other assets, discontinued operations
—
493,545
TOTAL ASSETS
$
3,763,265
$
3,665,332
LIABILITIES AND STOCKHOLDERS’
EQUITY
Accounts payable and accrued expenses
$
226,621
$
197,855
Income taxes payable, current
3,143
30,447
Deferred revenue, current
185,571
166,132
Operating lease liabilities, current
27,156
31,267
Current portion of long-term debt
54,609
396,800
Other current liabilities
130
495
Current liabilities, discontinued
operations
—
59,559
Total current liabilities
497,230
882,555
Long-term debt
1,036,018
1,182,220
Deferred revenue, noncurrent
14,839
14,201
Operating lease liabilities,
noncurrent
53,708
97,561
Income taxes payable, noncurrent
11,690
11,675
Liability for uncertain tax positions
42,546
53,089
Deferred income taxes, noncurrent
108,982
157,308
Other long-term liabilities
37,546
41,400
Long-term liabilities, discontinued
operations
—
14,304
TOTAL LIABILITIES
1,802,559
2,454,313
Commitments and contingencies
—
—
Preferred stock, $0.01 par value.
Authorized 1,000,000 and none issued
—
—
Preferred stock - Series A, $0.01 par
value. Authorized 6,000; total issued and outstanding zero
—
—
Preferred stock - Series B, $0.01 par
value. Authorized 20,000; total issued and outstanding zero
—
—
Common stock, $0.01 par value. Authorized
95,000,000; total issued and outstanding 47,440,137 and 44,346,630
shares at December 31, 2021 and 2020, respectively.
474
443
Additional paid-in capital
506,405
456,274
Retained earnings
1,530,015
809,108
Accumulated other comprehensive loss
(76,188
)
(54,806
)
TOTAL STOCKHOLDERS’ EQUITY
1,960,706
1,211,019
TOTAL LIABILITIES AND STOCKHOLDERS’
EQUITY
$
3,763,265
$
3,665,332
ZIFF DAVIS, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED
STATEMENTS OF INCOME
(UNAUDITED, IN
THOUSANDS)
Three Months Ended December
31,
Twelve Months Ended December
31,
2021
2020
2021
2020
Total revenues
$
408,628
$
384,055
$
1,416,722
$
1,158,829
Cost of revenues (1)
45,718
46,159
188,053
178,403
Gross profit
362,910
337,896
1,228,669
980,426
Operating expenses:
Sales and marketing (1)
138,100
114,610
493,049
366,359
Research, development and engineering
(1)
21,875
19,038
78,874
57,148
General and administrative (1)
117,541
126,398
457,692
420,295
Goodwill impairment on business
—
—
32,629
—
Total operating expenses
277,516
260,046
1,062,244
843,802
Income from operations
85,394
77,850
166,425
136,624
Interest expense, net
(16,810
)
(20,836
)
(79,031
)
(56,188
)
Loss on debt extinguishment, net
(4,527
)
—
(4,527
)
—
(Loss) gain on sale of businesses
—
—
(21,798
)
17,122
Loss on investments, net
—
—
(16,677
)
(20,991
)
Unrealized gain on short-term
investment
290,073
—
290,073
—
Other income, net
1,759
4,034
1,293
65
Income from continuing operations before
income taxes and income from equity method investment, net
355,889
61,048
335,758
76,632
Income tax (benefit) expense
5,156
18,781
(15,944
)
37,929
Income (loss) from equity method
investment, net
19,249
(539
)
35,845
(11,338
)
Net income from continuing operations
369,982
41,728
387,547
27,365
(Loss) income from discontinued
operations, net of income taxes
(11,093
)
16,360
107,550
123,303
Net income
$
358,889
$
58,088
$
495,097
$
150,668
Net income per common share from
continuing operations:
Basic
$
7.74
$
0.94
$
8.44
$
0.59
Diluted
$
7.62
$
0.91
$
8.09
$
0.58
Net (loss) income per common share from
discontinued operations:
Basic
$
(0.23
)
$
0.37
$
2.34
$
2.65
Diluted
$
(0.23
)
$
0.36
$
2.24
$
2.61
Net income per common share:
Basic
$
7.51
$
1.30
$
10.78
$
3.24
Diluted
$
7.39
$
1.27
$
10.33
$
3.18
Weighted average shares outstanding:
Basic
47,778,545
44,504,222
45,893,928
46,308,825
Diluted
48,514,588
45,642,292
47,862,745
47,115,609
(1) Includes share-based compensation
expense as follows:
Cost of revenues
$
86
$
77
$
306
$
332
Sales and marketing
410
218
1,288
1,011
Research, development and engineering
594
365
1,984
1,396
General and administrative
5,037
4,629
20,551
19,781
Total
$
6,127
$
5,289
$
24,129
$
22,520
ZIFF DAVIS, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(UNAUDITED, IN
THOUSANDS)
Twelve Months Ended December
31,
2021
2020
Cash flows from operating activities:
Net income
$
495,097
$
150,668
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization
258,303
228,737
Amortization of financing costs and
discounts
25,873
28,476
Non-cash operating lease costs
1,485
17,686
Share-based compensation
25,247
24,006
Provision for doubtful accounts
8,738
13,283
Deferred income taxes, net
(9,442
)
5,840
Loss on extinguishment of debt
13,277
37,969
Loss (gain) on sale of businesses
21,798
(17,122
)
Lease asset impairments and other
charges
12,710
12,121
Goodwill impairment on business
32,629
—
Changes in fair value of contingent
consideration
(1,223
)
(80
)
Foreign currency remeasurement gain
184
(34,646
)
(Income) loss from equity method
investments
(35,845
)
11,338
(Gain) loss on equity and debt
investments
(273,110
)
20,826
Decrease (increase) in:
Accounts receivable
(18,050
)
(31,611
)
Prepaid expenses and other current
assets
(15,650
)
3,046
Other assets
(3,824
)
(3
)
Increase (decrease) in:
Accounts payable and accrued expenses
13,662
2,184
Income taxes payable
(23,974
)
6,489
Deferred revenue
14,282
4,720
Operating lease liabilities
(15,314
)
(16,439
)
Liability for uncertain tax positions
(10,383
)
9,391
Other long-term liabilities
(899
)
3,200
Net cash provided by operating
activities
515,571
480,079
Cash flows from investing activities:
Proceeds on sale of available-for-sale
investments
663
—
Distribution from equity method
investment
15,327
—
Purchases of equity method investment
(23,249
)
(31,937
)
Purchase of equity investments
(999
)
(1,246
)
Sale of equity investments
14,330
—
Purchases of property and equipment
(113,740
)
(92,552
)
Proceeds from sale of assets
—
507
Acquisition of businesses, net of cash
received
(141,146
)
(482,227
)
Proceeds from sale of businesses, net of
cash divested
48,876
24,353
Purchases of intangible assets
(78
)
(3,118
)
Proceeds from divestiture of discontinued
operations
259,104
—
Net cash used in investing activities
59,088
(586,220
)
Cash flows from financing activities:
Proceeds from issuance of long-term
debt
—
750,000
Payment of note payable
—
(400
)
Proceeds from bridge loan
485,000
—
Debt issuance cost
—
(7,272
)
Payment of debt
(510,197
)
(650,000
)
Debt extinguishment costs
(1,073
)
(29,250
)
Repurchase of common stock
(78,328
)
(275,654
)
Issuance of common stock under employee
stock purchase plan
9,232
7,382
Exercise of stock options
2,939
1,619
Deferred payments for acquisitions
(14,387
)
(29,180
)
Other
(6,776
)
(1,878
)
Net cash (used in) provided by financing
activities
(113,590
)
(234,633
)
Effect of exchange rate changes on cash
and cash equivalents
(8,879
)
7,811
Net change in cash and cash
equivalents
452,190
(332,963
)
Cash and cash equivalents at beginning of
year
242,652
575,615
Cash and cash equivalents at end of
year
$
694,842
$
242,652
ZIFF DAVIS, INC. AND
SUBSIDIARIES
RECONCILIATION OF GAAP TO
ADJUSTED NON-GAAP FINANCIAL MEASURES
THREE MONTHS ENDED DECEMBER
31, 2021 AND 2020
(UNAUDITED, IN THOUSANDS,
EXCEPT SHARE AND PER SHARE AMOUNTS)
Adjusted non-GAAP net income is GAAP net income with the
following modifications: (1) elimination of share-based
compensation; (2) elimination of certain acquisition related
integration costs; (3) elimination of interest costs in excess of
the coupon rate associated with outstanding debt; (4) elimination
of amortization of patents and intangible assets that we acquired;
(5) elimination of change in value on investment; (6) elimination
of additional tax expense/benefit from prior years; (7) elimination
of gain/loss on sale of assets; (8) elimination of intra-entity
transfers; (9) elimination of lease asset impairments and other
charges; (10) elimination of leasehold improvement impairments;
(11) elimination of disposal related costs; (12) elimination of
goodwill impairment on business and (13) elimination of dilutive
effect of the convertible debt.
Three Months Ended December
31,
2021
Per Diluted Share *
2020
Per Diluted Share *
Net income from continuing
operations
$
369,982
$
7.62
$
41,728
$
0.91
Plus:
Share based compensation (1)
4,302
0.09
4,233
0.10
Acquisition related integration costs
(2)
1,924
0.04
7,727
0.17
Interest costs (3)
6,309
0.13
4,765
0.11
Amortization (4)
28,581
0.59
38,385
0.86
Investments (5)
(307,739
)
(6.40
)
1,713
0.04
Tax expense from prior years (6)
—
—
533
0.01
Sale of assets (7)
(1,508
)
(0.03
)
651
0.01
Intra-entity transfers (8)
—
—
(1,856
)
(0.04
)
Lease asset impairments and other charges
(9)
2,342
0.05
1,973
0.04
Leasehold improvement impairments (10)
—
—
61
—
Disposal related costs (11)
135
—
—
—
Goodwill impairment on business (12)
(33
)
—
—
—
Convertible debt dilution (13)
—
0.08
—
0.02
Adjusted non-GAAP net income from
continuing operations
$
104,295
$
2.17
$
99,913
$
2.24
* The reconciliation of net income per
share from GAAP to Adjusted non-GAAP may not foot since each is
calculated independently.
ZIFF DAVIS, INC. AND
SUBSIDIARIES
RECONCILIATION OF GAAP TO
ADJUSTED NON-GAAP FINANCIAL MEASURES
TWELVE MONTHS ENDED DECEMBER
31, 2021 AND 2020
(UNAUDITED, IN THOUSANDS,
EXCEPT SHARE AND PER SHARE AMOUNTS)
Adjusted non-GAAP net income is GAAP net income with the
following modifications: (1) elimination of share-based
compensation; (2) elimination of certain acquisition related
integration costs; (3) elimination of interest costs in excess of
the coupon rate associated with outstanding debt; (4) elimination
of amortization of patents and intangible assets that we acquired;
(5) elimination of change in value on investment; (6) elimination
of additional tax expense/benefit from prior years; (7) elimination
of gain/loss on sale of assets; (8) elimination of intra-entity
transfers; (9) elimination of lease asset impairments and other
charges; (10) elimination of leasehold improvement impairments;
(11) elimination of disposal related costs; (12) elimination of
goodwill impairment on business and (13) elimination of dilutive
effect of the convertible debt.
Twelve Months Ended December
31,
2021
Per Diluted Share *
2020
Per Diluted Share *
Net income from continuing
operations
$
387,547
$
8.09
$
27,365
$
0.58
Plus:
Share based compensation (1)
15,510
0.34
19,566
0.42
Acquisition related integration costs
(2)
6,672
0.14
10,530
0.23
Interest costs (3)
18,769
0.41
18,497
0.40
Amortization (4)
127,258
2.75
124,247
2.68
Investments (5)
(312,747
)
(6.77
)
33,173
0.72
Tax expense from prior years (6)
—
—
5,448
0.12
Sale of assets (7)
14,896
0.32
(9,428
)
(0.20
)
Intra-entity transfers (8)
—
—
(4,712
)
(0.10
)
Lease asset impairments and other charges
(9)
9,793
0.21
11,390
0.25
Leasehold improvement impairments (10)
—
—
2,840
0.06
Disposal related costs (11)
407
0.01
—
—
Goodwill impairment on business (12)
24,602
0.53
—
—
Convertible debt dilution (13)
—
0.30
—
(0.03
)
Adjusted non-GAAP net income from
continuing operations
$
292,707
$
6.33
$
238,916
$
5.13
* The reconciliation of net income per
share from GAAP to Adjusted non-GAAP may not foot since each is
calculated independently.
ZIFF DAVIS, INC. AND
SUBSIDIARIES
RECONCILIATION OF GAAP TO
ADJUSTED NON-GAAP FINANCIAL MEASURES
THREE MONTHS ENDED DECEMBER
31, 2021 AND 2020
(UNAUDITED, IN THOUSANDS,
EXCEPT SHARE AND PER SHARE AMOUNTS)
Adjusted non-GAAP net income is GAAP net income with the
following modifications: (1) elimination of share-based
compensation; (2) elimination of certain acquisition related
integration costs; (3) elimination of interest costs in excess of
the coupon rate associated with outstanding debt; (4) elimination
of amortization of patents and intangible assets that we acquired;
(5) elimination of change in value on investment; (6) elimination
of additional tax expense/benefit from prior years; (7) elimination
of gain/loss on sale of assets; (8) elimination of intra-entity
transfers; (9) elimination of lease asset impairments and other
charges; (10) elimination of leasehold improvement impairments;
(11) elimination of disposal related costs; (12) elimination of
goodwill impairment on business and (13) elimination of dilutive
effect of the convertible debt.
Three Months Ended December
31,
2021
2020
Cost of revenues
$
45,718
$
46,159
Plus:
Share based compensation (1)
(86
)
(77
)
Acquisition related integration costs
(2)
(96
)
(57
)
Amortization (4)
(251
)
(143
)
Adjusted non-GAAP cost of
revenues
$
45,285
$
45,882
Sales and marketing
$
138,100
$
114,610
Plus:
Share based compensation (1)
(409
)
(218
)
Acquisition related integration costs
(2)
(178
)
(1,117
)
Lease asset impairments and other charges
(9)
—
(76
)
Leasehold improvement impairments (10)
—
(3
)
Adjusted non-GAAP sales and
marketing
$
137,513
$
113,196
Research, development and
engineering
$
21,875
$
19,038
Plus:
Share based compensation (1)
(593
)
(364
)
Acquisition related integration costs
(2)
(357
)
(627
)
Lease asset impairments and other charges
(9)
—
(35
)
Adjusted non-GAAP research, development
and engineering
$
20,925
$
18,012
General and administrative
$
117,541
$
126,398
Plus:
Share based compensation (1)
(5,039
)
(4,629
)
Acquisition related integration costs
(2)
(2,903
)
(7,990
)
Amortization (4)
(45,053
)
(46,875
)
Investments (5)
(1,500
)
—
Lease asset impairments and other charges
(9)
(3,134
)
(2,610
)
Leasehold improvement impairments (10)
—
(23
)
Disposal related costs (11)
(135
)
(1
)
Adjusted non-GAAP general and
administrative
$
59,777
$
64,270
Interest expense, net
$
(16,810
)
$
(20,836
)
Plus:
Interest costs (3)
1,979
6,292
Adjusted non-GAAP interest expense,
net
$
(14,831
)
$
(14,544
)
Loss on debt extinguishment
$
(4,527
)
$
—
Plus:
Interest costs (3)
7,323
—
Adjusted non-GAAP loss on debt
extinguishment
$
2,796
$
—
(Loss) gain on sale of
businesses
$
—
$
—
Plus:
Sale of assets (7)
—
—
Adjusted non-GAAP (loss) gain on sale
of businesses
$
—
$
—
Unrealized gain on short-term
investment
$
290,073
$
—
Plus:
Investments (5)
(289,512
)
—
Adjusted non-GAAP unrealized gain on
short-term investment
$
561
$
—
Other income (expense), net
$
1,759
$
4,034
Plus:
Acquisition related integration costs
(2)
—
(208
)
Sale of assets (7)
290
—
Intra-entity transfers (8)
—
(2,121
)
Lease asset impairments and other charges
(9)
—
(385
)
Adjusted non-GAAP other income
(expense), net
$
2,049
$
1,320
Income tax expense
$
5,156
$
18,781
Plus:
Share based compensation (1)
1,825
1,055
Acquisition related integration costs
(2)
1,610
1,857
Interest costs (3)
2,993
1,527
Amortization (4)
16,723
8,633
Investments (5)
478
(1,174
)
Tax benefit from prior years (6)
—
(533
)
Sale of assets (7)
1,798
(650
)
Intra-entity transfers (8)
—
(265
)
Lease asset impairments and other charges
(9)
792
363
Disposal related costs (11)
—
(36
)
Goodwill impairment on business (12)
33
—
Adjusted non-GAAP income tax
expense
$
31,408
$
29,558
Income (loss) from equity method
investment, net
$
19,249
$
(539
)
Plus:
Investments (5)
(19,249
)
539
Adjusted non-GAAP income (loss) from
equity method investment, net
$
—
$
—
Total adjustments
$
265,687
$
(58,185
)
GAAP net income per diluted share from
continuing operations
$
7.62
$
0.91
Adjustments *
$
(5.45
)
$
1.33
Adjusted non-GAAP net income per
diluted share from continuing operations
$
2.17
$
2.24
* The reconciliation of net income per
share from GAAP to Adjusted non-GAAP may not foot since each is
calculated independently.
The Company discloses Adjusted non-GAAP Earnings Per Share
(“EPS”) as a supplemental Non-GAAP financial performance measure,
as it believes it is a useful metric by which to compare the
performance of its business from period to period. The Company also
understands that this Adjusted non-GAAP measure is broadly used by
analysts, rating agencies and investors in assessing the Company’s
performance. Accordingly, the Company believes that the
presentation of this Adjusted non-GAAP financial measure provides
useful information to investors.
Adjusted non-GAAP EPS is not in accordance with, or an
alternative to, net income per share and may be different from
Non-GAAP measures with similar or even identical names used by
other companies. In addition, this Adjusted non-GAAP measure is not
based on any comprehensive set of accounting rules or principles.
This Adjusted non-GAAP measure has limitations in that it does not
reflect all of the amounts associated with the Company’s results of
operations determined in accordance with GAAP.
ZIFF DAVIS, INC. AND
SUBSIDIARIES
RECONCILIATION OF GAAP TO
ADJUSTED NON-GAAP FINANCIAL MEASURES
TWELVE MONTHS ENDED DECEMBER
31, 2021 AND 2020
(UNAUDITED, IN THOUSANDS,
EXCEPT SHARE AND PER SHARE AMOUNTS)
Adjusted non-GAAP net income is GAAP net income with the
following modifications: (1) elimination of share-based
compensation; (2) elimination of certain acquisition related
integration costs; (3) elimination of interest costs in excess of
the coupon rate associated with outstanding debt; (4) elimination
of amortization of patents and intangible assets that we acquired;
(5) elimination of change in value on investment; (6) elimination
of additional tax expense/benefit from prior years; (7) elimination
of gain/loss on sale of assets; (8) elimination of intra-entity
transfers; (9) elimination of lease asset impairments and other
charges; (10) elimination of leasehold improvement impairments;
(11) elimination of disposal related costs; (12) elimination of
goodwill impairment on business and (13) elimination of dilutive
effect of the convertible debt.
Twelve Months Ended December
31,
2021
2020
Cost of revenues
$
188,053
$
178,403
Plus:
Share based compensation (1)
(306
)
(332
)
Acquisition related integration costs
(2)
(382
)
(227
)
Amortization (4)
(1,548
)
(1,694
)
Adjusted non-GAAP cost of
revenues
$
185,817
$
176,150
Sales and marketing
$
493,049
$
366,359
Plus:
Share based compensation (1)
(1,288
)
(1,011
)
Acquisition related integration costs
(2)
(1,824
)
(1,803
)
Lease asset impairments and other charges
(9)
—
(76
)
Leasehold improvement impairments (10)
—
(3
)
Adjusted non-GAAP sales and
marketing
$
489,937
$
363,466
Research, development and
engineering
$
78,874
$
57,148
Plus:
Share based compensation (1)
(1,984
)
(1,396
)
Acquisition related integration costs
(2)
(1,457
)
(606
)
Lease asset impairments and other charges
(9)
—
(35
)
Adjusted non-GAAP research, development
and engineering
$
75,433
$
55,111
General and administrative
$
457,692
$
420,295
Plus:
Share based compensation (1)
(20,551
)
(19,781
)
Acquisition related integration costs
(2)
(7,469
)
(10,752
)
Amortization (4)
(185,855
)
(156,377
)
Investments (5)
(1,500
)
—
Lease asset impairments and other charges
(9)
—
(14,830
)
Leasehold improvement impairments (10)
(12,988
)
(3,628
)
Disposal related costs (11)
(607
)
(1
)
Adjusted non-GAAP general and
administrative
$
228,722
$
214,926
Goodwill impairment on business
(32,629
)
—
Plus:
Goodwill impairment on business (12)
32,630
—
Adjusted non-GAAP goodwill impairment
on business
$
1
$
—
Interest expense, net
$
(79,031
)
$
(56,188
)
Plus:
Interest costs (3)
18,482
24,384
Tax expense from prior years (6)
—
Adjusted non-GAAP interest expense,
net
$
(60,549
)
$
(31,804
)
Loss on debt extinguishment
$
(4,527
)
$
—
Plus:
Interest costs (3)
7,323
—
Adjusted non-GAAP loss on debt
extinguishment
$
2,796
$
—
(Loss) gain on sale of
businesses
$
(21,798
)
$
17,122
Plus:
Sale of assets (7)
22,088
(16,654
)
Adjusted non-GAAP (loss) gain on sale
of businesses
$
290
$
468
Loss on investments, net
$
(16,677
)
$
(20,991
)
Plus:
Investments (5)
16,677
20,826
Sale of assets (7)
—
—
Adjusted non-GAAP loss on investments,
net
$
—
$
(165
)
Unrealized gain on short-term
investment
$
290,073
$
—
Plus:
Investments (5)
(289,512
)
—
Adjusted non-GAAP unrealized gain on
short-term investment
$
561
$
—
Other income (expense), net
$
1,293
$
65
Plus:
Acquisition related integration costs
(2)
—
(209
)
Sale of assets (7)
—
(386
)
Intra-entity transfers (8)
—
(619
)
Lease asset impairments and other charges
(9)
(5,385
)
Adjusted non-GAAP other income
(expense), net
$
1,293
$
(6,534
)
Income tax (benefit) expense
$
(15,944
)
$
37,929
Plus:
Share based compensation (1)
8,619
2,954
Acquisition related integration costs
(2)
4,460
2,649
Interest costs (3)
7,036
5,887
Amortization (4)
60,145
33,824
Investments (5)
5,567
(1,174
)
Tax (benefit) expense from prior years
(6)
—
(5,448
)
Sale of assets (7)
7,192
(7,678
)
Intra-entity transfers (8)
—
(673
)
Lease asset impairments and other charges
(9)
—
3,164
Leasehold improvement impairments (10)
3,195
791
Disposal related costs (11)
200
—
Goodwill impairment on business (12)
8,028
—
Adjusted non-GAAP income tax (benefit)
expense
$
88,498
$
72,225
Income (loss) from equity method
investment, net
$
35,845
$
(11,338
)
Plus:
Investments (5)
(35,845
)
11,338
Adjusted non-GAAP income (loss) from
equity method investment, net
$
—
$
—
Total adjustments
$
94,840
$
(211,551
)
GAAP net income per diluted share from
continuing operations
$
8.09
$
0.58
Adjustments *
$
(1.76
)
$
4.55
Adjusted non-GAAP net income per
diluted share from continuing operations
$
6.33
$
5.13
* The reconciliation of net income per share from GAAP to Adjusted
non-GAAP may not foot since each is calculated independently.
The Company discloses Adjusted non-GAAP Earnings Per Share
(“EPS”) as a supplemental Non-GAAP financial performance measure,
as it believes it is a useful metric by which to compare the
performance of its business from period to period. The Company also
understands that this Adjusted non-GAAP measure is broadly used by
analysts, rating agencies and investors in assessing the Company’s
performance. Accordingly, the Company believes that the
presentation of this Adjusted non-GAAP financial measure provides
useful information to investors.
Adjusted non-GAAP EPS is not in accordance with, or an
alternative to, net income per share and may be different from
Non-GAAP measures with similar or even identical names used by
other companies. In addition, this Adjusted non-GAAP measure is not
based on any comprehensive set of accounting rules or principles.
This Adjusted non-GAAP measure has limitations in that it does not
reflect all of the amounts associated with the Company’s results of
operations determined in accordance with GAAP.
Non-GAAP Financial Measures
To supplement its condensed consolidated financial statements,
which are prepared and presented in accordance with US GAAP, the
Company uses the following Non-GAAP financial measures: Adjusted
EBITDA, Adjusted non-GAAP Net Income from continuing operations,
and Adjusted non-GAAP Diluted EPS from continuing operations
(collectively the “Non-GAAP financial measures”). The presentation
of this financial information is not intended to be considered in
isolation or as a substitute for, or superior to, the financial
information prepared and presented in accordance with U.S. GAAP.
The Company uses these Non-GAAP financial measures for financial
and operational decision making and as a means to evaluate
period-to-period comparisons. The Company believes that they
provide useful information about core operating results, enhance
the overall understanding of past financial performance and future
prospects, and allow for greater transparency with respect to key
metrics used by management in its financial and operational
decision making.
(1) Share Based Compensation. The Company excludes stock-based
compensation because it is non-cash in nature and because the
Company believes that the Non-GAAP financial measures excluding
this item provide meaningful supplemental information regarding
operational performance. The Company further believes this measure
is useful to investors in that it allows for greater transparency
to certain line items in its financial statements. In addition,
excluding this item from the Non-GAAP measures facilitates
comparisons to historical operating results and comparisons to
peers, many of which similarly exclude this item.
(2) Acquisition Related Integration Costs. The Company excludes
certain acquisition and related integration costs such as
adjustments to contingent consideration, severance, lease
terminations, retention bonuses and other acquisition-specific
items. The Company believes that the Non-GAAP financial measures
excluding this item provide meaningful supplemental information
regarding operational performance. In addition, excluding this item
from the Non-GAAP measures facilitates comparisons to historical
operating results and comparisons to peers, many of which similarly
exclude this item.
(3) Interest Costs. In June 2014, the Company issued $402.5
million aggregate principal amount of 3.25% convertible senior
notes and in November 2019, the Company issued $550.0 million
aggregate principal amount of 1.75% convertible senior notes. In
accordance with GAAP, the Company separately accounts for the value
of the liability and equity features of its outstanding convertible
senior notes in a manner that reflects the Company’s
non-convertible debt borrowing rate. The value of the conversion
feature, reflected as a debt discount, is amortized to interest
expense over time. Accordingly, the Company recognizes imputed
interest expense on its 3.25% and 1.75% convertible senior notes of
approximately 5.8% and 5.5%, respectively, in its statement of
operations. The Company excludes the difference between the imputed
interest expense and the coupon interest expense of 3.25% and
1.75%, respectively, because it is non-cash in nature and because
the Company believes that the Non-GAAP financial measures excluding
this item provide meaningful supplemental information regarding
core operational performance. In addition, the Company has excluded
the difference between the imputed and coupon interest expense
associated with the 4.625% Senior Notes. The Company has determined
excluding these items from the Non-GAAP measures facilitates
comparisons to historical operating results and comparisons to
peers, many of which similarly exclude this item.
(4) Amortization. The Company excludes amortization of patents
and acquired intangible assets because it is non-cash in nature and
because the Company believes that the Non-GAAP financial measures
excluding this item provide meaningful supplemental information
regarding operational performance. In addition, excluding this item
from the Non-GAAP measures facilitates comparisons to historical
operating results and comparisons to peers, many of which similarly
exclude this item.
(5) Change in Value on Investments. The Company excludes the
change in value on its investments. The Company believes that the
Non-GAAP financial measures excluding this item provide meaningful
supplemental information regarding operational performance. In
addition, excluding this item from the Non-GAAP measures
facilitates comparisons to historical operating results.
(6) Tax Expense/Benefit from Prior Years. The Company excludes
certain income tax-related items in respect of income tax audit
settlements and their related reversals of income tax reserves
accounted for through ASC 740-10. The Company believes that the
Non-GAAP financial measures excluding these items provide
meaningful supplemental information regarding operational
performance. In addition, excluding these items from the Non-GAAP
measures facilitates comparisons to historical operating
results.
(7) Gain (Loss) on Sale of Assets. The Company excludes the gain
(loss) on sale of certain of its assets. The Company believes that
the Non-GAAP financial measures excluding this item provide
meaningful supplemental information regarding operational
performance. In addition, excluding this item from the Non-GAAP
measures facilitates comparisons to historical operating
results.
(8) Intra-Entity Transfers. The Company excludes certain effects
of intra-entity transfers to the extent the related tax asset or
liability in the financial statement is not recovered or settled,
respectively during the year. During December 2019, the Company
entered into an intra-entity asset transfer that resulted in the
recording of a tax benefit and related tax asset representing tax
deductible amounts to be realized in future years which is expected
to be recovered over a period of up to 20 years and related foreign
currency fluctuations. The Company believes that the Non-GAAP
financial measures excluding the cumulative future unrealized
benefit of the assets transferred and including the tax benefit in
the year of realization provides meaningful supplemental
information regarding operational performance. In addition,
excluding this item from the Non-GAAP measures facilitates
comparisons to historical operating results.
(9) Lease Asset Impairments and Other Charges. The Company
excludes lease asset impairments and other charges as they are
non-cash in nature and because the Company believes that the
Non-GAAP financial measures excluding this item provide meaningful
supplemental information regarding operational performance. In
addition, excluding this item from the Non-GAAP measures
facilitates comparisons to historical operating results.
(10) Leasehold Improvement Impairments. The Company excludes
leasehold improvement impairments as they are non-cash in nature
and because the Company believes that the Non-GAAP financial
measures excluding this item provide meaningful supplemental
information regarding operational performance. In addition,
excluding this item from the Non-GAAP measures facilitates
comparisons to historical operating results.
(11) Disposal related Costs. The Company excludes expenses
associated with the disposal of certain businesses. The Company
believes that the Non-GAAP financial measures excluding this item
provide meaningful supplemental information regarding operational
performance. In addition, excluding this item from the Non-GAAP
measures facilitates comparisons to historical operating
results.
(12) Goodwill Impairment on Business. The Company excludes the
goodwill impairment on business because it is non-cash in nature
and the Company believes that the Non-GAAP financial measures
excluding this item provide meaningful supplemental information
regarding operational performance. In addition, excluding this item
from the Non-GAAP measures facilitates comparisons to historical
operating results.
(13) Convertible Debt Dilution. The Company excludes convertible
debt dilution from diluted EPS. The Company believes that the
Non-GAAP financial measures excluding this item provide meaningful
supplemental information regarding operational performance. In
addition, excluding this item from the Non-GAAP measures
facilitates comparisons to historical operating results.
The Company presents Adjusted non-GAAP Cost of Revenues,
Adjusted non-GAAP Research, Development and Engineering, Adjusted
non-GAAP Sales and Marketing, Adjusted non-GAAP General and
Administrative, Adjusted non-GAAP Interest Expense, Adjusted Gain
on Sale of Businesses, Adjusted non-GAAP Loss on Investments,
Adjusted non-GAAP Other (Income) Expense, Adjusted non-GAAP Income
Tax Provision, Adjusted non-GAAP (Income) Loss from Equity Method
Investment, Net and Adjusted non-GAAP Net Income because the
Company believes that these provide useful information about our
operating results and enhance the overall understanding of past
financial performance and future prospects.
Pro-Forma Financial Results
Key pro-forma financial results for the three and twelve months
ended December 31, 2021 and 2020, are set forth in the following
table (in millions, except per share amounts). The financial
results below exclude the operating results from continuing
operations, on a pro-forma basis, of Voice assets in Australia, New
Zealand, and the United Kingdom as well as the sale of the
Company’s B2B Backup business as if they had occurred January 1,
2020.
Three Months Ended
Twelve Months Ended
Q4 2021
Q4 2020
Q4 2021
Q4 2020
Total Revenues
$408.6 million
$384.1 million
$1,416.7 million
$1,158.8 million
Pro-Forma Revenue Adjustments
$— million
$(14.0) million
$(33.5) million
$(68.1) million
Pro-Forma Total Revenue: (1)
$408.6 million
$370.1 million
$1,383.2 million
$1,090.7 million
Adjusted Non-GAAP Net Income per
Diluted Share from Continuing Operations (1)
$2.17
$2.24
$6.33
$5.13
Pro-Forma Net Income per Diluted Share
from Continuing Operations Adjustments
$—
$(0.08)
$(0.22)
$(0.48)
Adjusted Pro Forma Net Income per
Diluted Share from Continuing Operations (1)
$2.17
$2.16
$6.11
$4.65
GAAP Net Income from Continuing
Operations
$370.0 million
$41.7 million
$387.5 million
$27.4 million
Pro-Forma Net Income from Continuing
Operations Adjustments
$(265.7) million
$54.5 million
$(105.0) million
$189.0 million
Adjusted Pro-Forma Net Income from
Continuing Operations
$104.3 million
$96.2 million
$282.5 million
$216.4 million
Adjusted EBITDA (1)
$161.6 million
$157.1 million
$498.7 million
$404.5 million
Pro-Forma EBITDA Adjustments
$— million
$(5.8) million
$(14.1) million
$(26.8) million
Adjusted Pro-Forma EBITDA (1)
$161.6 million
$151.3 million
$484.6 million
$377.7 million
Adjusted EBITDA Margin (1)
39.5%
40.9%
35.2%
34.9%
Pro-Forma EBITDA Margin
Adjustments
0.0%
—%
(0.2)%
(0.3)%
Adjusted Pro-Forma EBITDA Margin
(1)
39.5%
40.9%
35.0%
34.6%
(1) Refer to the notes earlier in this
Release.
ZIFF DAVIS, INC. AND
SUBSIDIARIES
NET INCOME TO ADJUSTED EBITDA
RECONCILIATION
THREE AND TWELVE MONTHS ENDED
DECEMBER 31, 2021 AND 2020
(UNAUDITED, IN
THOUSANDS)
The following table sets forth a reconciliation of Adjusted
EBITDA to net income from continuing operations, the most directly
comparable GAAP financial measure.
Three Months Ended December
31,
Twelve Months Ended December
31,
2021
2020
2021
2020
Net income from continuing operations
$
369,982
$
41,728
$
387,547
$
27,365
Plus:
Interest expense, net
16,810
20,836
79,031
56,188
Loss on debt extinguishment
4,527
—
4,527
—
Loss (gain) on sale of businesses
—
—
21,798
(17,122
)
Loss on investments, net
—
—
16,677
20,991
Unrealized gain on short-term
investment
(290,073
)
—
(290,073
)
—
Other income, net
(1,759
)
(4,034
)
(1,293
)
(65
)
Income tax expense (benefit)
5,156
18,781
(15,944
)
37,929
(Income) loss from equity method
investment, net
(19,249
)
539
(35,845
)
11,338
Depreciation and amortization
61,791
61,476
249,293
216,982
Reconciliation of GAAP to Adjusted
non-GAAP financial measures:
Share-based compensation
6,127
5,289
24,129
22,521
Acquisition-related integration costs
3,535
9,791
11,132
13,388
Lease asset impairments and other
charges
3,133
2,721
12,988
14,940
Disposal related costs
135
—
606
—
Investments
1,500
—
1,500
—
Goodwill impairment on business
—
—
32,629
—
Adjusted EBITDA
$
161,615
$
157,127
$
498,702
$
404,455
Adjusted EBITDA as calculated above represents earnings before
interest, gain on sale of businesses, goodwill impairment of
business, loss on investments, net, other (income) expense, net,
income tax expense, (income) loss from equity method investments,
net, depreciation and amortization and the items used to reconcile
GAAP to Adjusted non-GAAP financial measures, including (1)
share-based compensation, (2) certain acquisition-related
integration costs, and (3) lease asset impairments and other
charges. We disclose Adjusted EBITDA as a supplemental Non-GAAP
financial performance measure as we believe it is a useful metric
by which to compare the performance of our business from period to
period. We understand that measures similar to Adjusted EBITDA are
broadly used by analysts, rating agencies and investors in
assessing our performance. Accordingly, we believe that the
presentation of Adjusted EBITDA provides useful information to
investors.
Adjusted EBITDA is not in accordance with, or an alternative to,
net income, and may be different from Non-GAAP measures used by
other companies. In addition, Adjusted EBITDA is not based on any
comprehensive set of accounting rules or principles. This Adjusted
non-GAAP measure has limitations in that it does not reflect all of
the amounts associated with the Company’s results of operations
determined in accordance with GAAP.
ZIFF DAVIS, INC. AND
SUBSIDIARIES
NON-GAAP FINANCIAL
MEASURES
(UNAUDITED, IN
THOUSANDS)
Q1
Q2
Q3
Q4
YTD
2021
Net cash provided by operating activities
from continuing and discontinued operations
$
178,724
$
111,298
$
140,230
$
85,319
$
515,571
Less: Purchases of property and
equipment
(26,269
)
(31,497
)
(29,729
)
(26,245
)
(113,740
)
Add: Contingent consideration*
—
685
—
—
685
Free cash flow from continuing and
discontinued operations
$
152,455
$
80,486
$
110,501
$
59,074
$
402,516
Q1
Q2
Q3
Q4
YTD
2020
Net cash provided by operating activities
from continuing and discontinued operations
$
102,036
$
139,591
$
114,382
$
124,070
$
480,079
Less: Purchases of property and
equipment
(26,885
)
(23,652
)
(20,729
)
(21,286
)
(92,552
)
Add: Contingent consideration*
20,054
—
49
99
20,202
Free cash flow from continuing and
discontinued operations
$
95,205
$
115,939
$
93,702
$
102,883
$
407,729
* Free Cash Flows from Continuing and
Discontinued Operations of $80.5 million for Q2 2021, $95.2 million
for Q1 2020, $93.7 million for Q3 2020 and $102.9 million for Q4
2020 is before the effect of payments associated with certain
contingent consideration associated with recent acquisitions.
The Company discloses free cash flows as supplemental Non-GAAP
financial performance measure, as it believes it is a useful metric
by which to compare the performance of its business from period to
period. The Company also understands that this Non-GAAP measure is
broadly used by analysts, rating agencies and investors in
assessing the Company’s performance. Accordingly, the Company
believes that the presentation of this Non-GAAP financial measure
provides useful information to investors.
Free cash flows is not in accordance with, or an alternative to,
Cash Flows from Operating Activities, and may be different from
Non-GAAP measures with similar or even identical names used by
other companies. In addition, the Non-GAAP measure is not based on
any comprehensive set of accounting rules or principles. This
Non-GAAP measure has limitations in that it does not reflect all of
the amounts associated with the Company’s results of operations
determined in accordance with GAAP.
ZIFF DAVIS, INC. AND
SUBSIDIARIES
RECONCILIATION OF GAAP TO
ADJUSTED NON-GAAP FINANCIAL MEASURES
THREE MONTHS ENDED DECEMBER
31, 2021
(UNAUDITED, IN
THOUSANDS)
Digital
Cybersecurity
Media
and Martech
Corporate
Total
Revenues
GAAP revenues
$
325,747
$
82,881
$
—
$
408,628
Gross profit
GAAP gross profit
$
300,891
$
62,028
$
(9
)
$
362,910
Non-GAAP adjustments:
Share-based compensation
4
81
—
85
Acquisition related integration costs
70
27
—
97
Amortization
—
251
—
251
Adjusted non-GAAP gross profit
$
300,965
$
62,387
$
(9
)
$
363,343
Operating profit
Income (loss) from operations
$
92,582
$
9,333
$
(16,521
)
$
85,394
Non-GAAP adjustments:
Share-based compensation
2,179
1,226
2,722
6,127
Acquisition related integration costs
856
1,472
1,207
3,535
Amortization
32,746
12,235
72
45,053
Lease asset impairments and other
charges
3,666
(533
)
—
3,133
Disposal related costs
—
85
50
135
Investments
—
—
1,500
1,500
Adjusted non-GAAP operating profit
(loss)
$
132,029
$
23,818
$
(10,970
)
$
144,877
Depreciation
13,508
3,230
—
16,738
Adjusted EBITDA
$
145,537
$
27,048
$
(10,970
)
$
161,615
NOTE 1: Table above excludes
certain intercompany allocations
ZIFF DAVIS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO
ADJUSTED NON-GAAP FINANCIAL MEASURES
THREE MONTHS ENDED DECEMBER
31, 2020
(UNAUDITED, IN
THOUSANDS)
Digital
Cybersecurity
Media
and Martech
Corporate
Total
Revenues
GAAP revenues
$
297,868
$
86,187
$
—
$
384,055
Gross profit
GAAP gross profit
$
275,895
$
62,001
$
—
$
337,896
Non-GAAP adjustments:
Share-based compensation
3
74
—
77
Acquisition related integration costs
—
57
—
57
Amortization
—
143
—
143
Adjusted non-GAAP gross profit
$
275,898
$
62,275
$
—
$
338,173
Operating profit
Income (loss) from operations
$
85,571
$
9,579
$
(17,300
)
77,850
Non-GAAP adjustments:
Share-based compensation
1,334
943
3,012
5,289
Acquisition related integration costs
8,116
337
1,338
9,791
Amortization
32,903
14,007
109
47,019
Lease asset impairments and other
charges
2,721
—
—
2,721
Adjusted non-GAAP operating profit
(loss)
$
130,645
$
24,866
$
(12,841
)
$
142,670
Depreciation
10,621
3,836
—
14,457
Adjusted EBITDA
$
141,266
$
28,702
$
(12,841
)
$
157,127
NOTE 1: Table above excludes
certain intercompany allocations
NOTE 2: Table above has been recast
to remove the impact of certain expenses associated with the
Corporate entity that were previously allocated to the
Cybersecurity and Martech and Digital Media businesses.
ZIFF DAVIS, INC. AND
SUBSIDIARIES
RECONCILIATION OF GAAP TO
ADJUSTED NON-GAAP FINANCIAL MEASURES
TWELVE MONTHS ENDED DECEMBER
31, 2021
(UNAUDITED, IN
THOUSANDS)
Digital
Cybersecurity
Media
and Martech
Corporate
Total
Revenues
GAAP revenues
$
1,068,476
$
348,246
$
—
$
1,416,722
Gross profit
GAAP gross profit
$
974,011
$
254,742
$
(84
)
$
1,228,669
Non-GAAP adjustments:
Share-based compensation
14
292
—
306
Acquisition related integration costs
95
287
—
382
Amortization
—
1,547
—
1,547
Adjusted non-GAAP gross profit
$
974,120
$
256,868
$
(84
)
$
1,230,904
Operating profit
Income (loss) from operations
$
216,950
$
9,435
$
(60,379
)
$
166,006
Non-GAAP adjustments:
Goodwill impairment on business
—
32,629
—
32,629
Share-based compensation
7,734
4,481
11,914
24,129
Acquisition related integration costs
3,449
6,450
1,233
11,132
Amortization
144,621
40,946
288
185,855
Lease asset impairments and other
charges
12,229
758
—
12,987
Disposal related costs
—
85
522
607
Investments
—
—
1,500
1,500
Adjusted non-GAAP income (loss) from
operations
$
384,983
$
94,784
$
(44,922
)
$
434,845
Depreciation
49,151
14,451
255
63,857
Adjusted EBITDA
$
434,134
$
109,235
$
(44,667
)
$
498,702
NOTE 1: Table above excludes
certain intercompany allocations
ZIFF DAVIS, INC. AND
SUBSIDIARIES
RECONCILIATION OF GAAP TO
ADJUSTED NON-GAAP FINANCIAL MEASURES
TWELVE MONTHS ENDED DECEMBER
31, 2020
(UNAUDITED, IN
THOUSANDS)
Digital
Cybersecurity
Media
and Martech
Corporate
Total
Revenues
GAAP revenues
$
811,130
$
347,699
$
—
$
1,158,829
Gross profit
GAAP gross profit
$
733,658
$
246,815
$
(47
)
$
980,426
Non-GAAP adjustments:
Share-based compensation
10
321
—
331
Acquisition related integration costs
—
227
—
227
Amortization
—
1,695
—
1,695
Adjusted non-GAAP gross profit
$
733,668
$
249,058
$
(47
)
$
982,679
Operating profit
Income (loss) from operations
$
139,807
$
52,319
$
(55,502
)
$
136,624
Non-GAAP adjustments:
Share-based compensation
5,539
4,138
12,844
22,521
Acquisition related integration costs
11,289
606
1,493
13,388
Amortization
99,901
54,506
3,663
158,070
Lease asset impairments and other
charges
14,912
28
—
14,940
Adjusted non-GAAP income (loss) from
operations
$
271,448
$
111,597
$
(37,502
)
$
345,543
Depreciation
41,788
17,124
—
58,912
Adjusted EBITDA
$
313,236
$
128,721
$
(37,502
)
$
404,455
NOTE 1: Table above excludes
certain intercompany allocations
NOTE 2: Table above has been recast
to remove the impact of certain expenses associated with the
Corporate entity that were previously allocated to the
Cybersecurity and Martech and Digital Media businesses.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220214005858/en/
Rebecca Wright Ziff Davis, Inc. 800-577-1790
investor@ziffdavis.com
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