Following changes to our internal reporting structure, the Company concluded that it has five operating segments, which are now presented as the following five reportable segments: 1) Technology & Shopping, 2) Gaming & Entertainment, 3) Health & Wellness, 4) Connectivity, and 5) Cybersecurity & Martech. Prior period segment information is presented on a comparable basis to confirm to this new segment presentation with no effect on previously reported consolidated results.
2
The following tables set forth Revenues (1) by quarter and by reportable segment (in thousands):
2023
Technology & Shopping
Gaming & Entertainment
Health & Wellness
Connectivity
Cybersecurity & Martech
Corporate
Total
Q1 2023
$
69,942
$
34,573
$
78,189
$
51,422
$
73,016
$
—
$
307,142
Q2 2023
76,675
39,995
86,666
49,484
73,196
—
326,016
Q3 2023
78,718
45,023
90,619
53,574
73,051
—
340,985
Q4 2023
105,222
49,230
106,449
57,038
71,946
—
389,885
Total Revenues
$
330,557
$
168,821
$
361,923
$
211,518
$
291,209
$
—
$
1,364,028
2024
Technology & Shopping
Gaming & Entertainment
Health & Wellness
Connectivity
Cybersecurity & Martech
Corporate
Total
Q1 2024
$
69,267
$
36,640
$
79,978
$
53,148
$
75,452
$
—
$
314,485
Q2 2024
72,567
42,981
85,988
50,281
68,983
—
320,800
Q3 2024
87,126
49,714
90,771
55,943
70,026
—
353,580
Q4 2024
132,922
50,941
105,671
54,248
69,041
—
412,823
Total Revenues
$
361,882
$
180,276
$
362,408
$
213,620
$
283,502
$
—
$
1,401,688
(1) Figures above are net of inter-segment revenues.
3
The following tables set forth Adjusted EBITDA by quarter and by reportable segment (in thousands):
2023
Technology & Shopping
Gaming & Entertainment
Health & Wellness
Connectivity
Cybersecurity & Martech
Corporate (1)
Total
Q1 2023
$
14,201
$
11,183
$
26,977
$
27,098
$
25,086
$
(10,212)
$
94,333
Q2 2023
19,060
15,310
31,234
23,487
26,605
(9,020)
106,676
Q3 2023
17,585
19,528
33,757
26,368
24,438
(7,942)
113,734
Q4 2023
49,822
24,845
46,834
30,265
25,445
(9,645)
167,566
Total Adjusted EBITDA
$
100,668
$
70,866
$
138,802
$
107,218
$
101,574
$
(36,819)
$
482,309
2024
Technology & Shopping
Gaming & Entertainment
Health & Wellness
Connectivity
Cybersecurity & Martech
Corporate (1)
Total
Q1 2024
$
14,624
$
13,429
$
26,198
$
26,946
$
29,643
$
(10,089)
$
100,751
Q2 2024
17,345
12,282
30,115
24,160
22,165
(9,803)
96,264
Q3 2024
31,170
18,193
32,240
29,463
24,620
(10,995)
124,691
Q4 2024
58,253
24,720
46,827
29,522
22,360
(9,880)
171,802
Total Adjusted EBITDA
$
121,392
$
68,624
$
135,380
$
110,091
$
98,788
$
(40,767)
$
493,508
(1) Corporate includes certain unallocated overhead costs that were historically presented within the Digital Media reportable segment.
4
RECONCILIATION
TO NON-GAAP MEASURE
5
Non-GAAP Financial Measure
To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), we use Adjusted EBITDA as one of 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 this non-GAAP financial measure for financial and operational decision making and as means to evaluate period-to-period comparisons. We believe that this non-GAAP financial measure provides 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 this non-GAAP financial measure in assessing our performance and when planning, forecasting, and analyzing future periods. This non-GAAP financial measure also facilitate management’s internal comparisons to our historical performance and liquidity. We believe this non-GAAP financial measure is useful to investors both because (1) it allows for greater transparency with respect to key metrics used by management in its financial and operational decision-making, (2) it is used to determine the amount of annual incentive compensation paid to our named executive officers, and (3) it is used by the analyst community to help them analyze the health of our business.
This non-GAAP financial measure is not measure presented in accordance with GAAP, and our use of this term may vary from that of other companies, limiting its usefulness for comparison purposes. This non-GAAP financial measure is not based on any comprehensive set of accounting rules or principles. This non-GAAP financial 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 measure excludes the certain items listed below. We believe that excluding these items from the non-GAAP measure facilitates comparisons to historical operating results and comparisons to peers, many of which exclude similar items. We believe that non-GAAP financial measure provides meaningful supplemental information regarding operational performance. We further believe this measure is useful to investors in that they allow for greater transparency of certain line items in the Company’s financial statements.
Adjusted EBITDA is defined as Net income (loss) with adjustments to reflect the addition or elimination of certain items including, but not limited to:
•Interest expense, net. Interest expense is generated primarily from interest due on outstanding debt, partially offset by interest income generated from the interest earned on cash, cash equivalents, and investments;
•(Gain) loss on debt extinguishment, net. This is a non-cash expense that relates to extinguishments of long-term debt obligations. We believe this (gain) loss does not represent recurring core business operating results of the Company;
•(Gain) loss on sale of businesses. This gain or loss relates to the sales of businesses and does not represent recurring core business operating results of the Company;
•(Gain) loss on investments, net. This item includes realized gains and losses, unrealized gains and losses, and impairment charges on debt and equity investments. The amount of gain or loss depends on the share price for investments with readily determinable fair value and on observable price changes for investments without a readily determinable fair value, and does not represent core business operating results of the Company;
•Other (income) loss, net. This income or expense relates to other non-operating items and does not represent recurring core business operating results of the Company;
•Income tax (benefit) expense. This benefit or expense depends on the pre-tax loss or income of the Company, statutory tax rates, tax regulations, and different tax rates in various jurisdictions in which the Company operates and which the Company does not have the control over;
•(Income) loss from equity method investment, net of tax. This is a non-cash income or expense as it relates primarily to our investment in OCV Fund I, LP (the “OCV Fund”). We believe that gain or loss resulting from our equity method investment does not represent core business operating results of the Company;
•Depreciation and amortization. This is a non-cash expense at it relates to use and associated reduction in value of certain assets including equipment, fixtures, and certain capitalized internal-use software and website development costs, and identifiable definite-lived intangible assets of the acquired businesses;
•Share-based compensation. This is a non-cash expense as it relates to awards granted under the various share-based incentive plans of the Company. We view the economic cost of share-based awards to be the dilution to our share base;
•Acquisition, integration, and other costs. This includes adjustments to contingent consideration, lease terminations, retention bonuses, other acquisition-specific items, and other costs, such as severance, third-party debt modification costs and legal settlements. These expenses do not represent core business operating results of the Company;
•Disposal related costs. These are expenses associated with the disposal of certain businesses that do not represent core business operating results of the Company;
6
•Lease asset impairments and other charges. These expenses are incurred in connection with impaired right-of-use (“ROU”) assets of the Company. Associated expenses are comprised of insurance, utility, and other charges related to assets that are no longer in use, and partially offset by the sublease income earned. These expenses do not represent core business operating results of the Company; and
•Goodwill impairment. This is a non-cash expense that is recorded when the carrying value of the reporting unit exceeds its fair value and does not represent core business operating results of the Company.
7
ZIFF DAVIS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)
The following tables set forth Revenues and a reconciliation of Income (loss) from operations to Adjusted EBITDA by segment (in thousands):
Three months ended March 31, 2023
Technology & Shopping
Gaming & Entertainment
Health & Wellness
Connectivity
Cybersecurity & Martech
Corporate (1)
Total
Revenues
$
69,942
$
34,573
$
78,189
$
51,422
$
73,016
$
—
$
307,142
(Loss) income from operations
$
(8,488)
$
7,781
$
10,154
$
20,215
$
11,688
$
(15,035)
$
26,315
Depreciation and amortization
20,897
2,308
13,360
6,255
11,630
173
54,623
Share-based compensation
654
203
1,144
518
1,572
4,311
8,402
Acquisition, integration, and other costs
311
891
1,846
110
91
276
3,525
Disposal related costs
—
—
—
—
—
149
149
Lease asset impairments and other charges
827
—
473
—
105
(86)
1,319
Adjusted EBITDA
$
14,201
$
11,183
$
26,977
$
27,098
$
25,086
$
(10,212)
$
94,333
Three months ended June 30, 2023
Technology & Shopping
Gaming & Entertainment
Health & Wellness
Connectivity
Cybersecurity & Martech
Corporate (1)
Total
Revenues
$
76,675
$
39,995
$
86,666
$
49,484
$
73,196
$
—
$
326,016
(Loss) income from operations
$
(3,809)
$
12,270
$
13,322
$
15,814
$
13,565
$
(12,267)
$
38,895
Income from equity method investment, net of tax
—
—
—
—
—
(1,500)
(1,500)
Depreciation and amortization
21,573
2,281
14,426
6,731
11,590
255
56,856
Share-based compensation
1,079
257
1,388
752
1,283
4,458
9,217
Acquisition, integration, and other costs
466
502
2,098
190
113
—
3,369
Disposal related costs
—
—
—
—
—
60
60
Lease asset impairments and other charges
(249)
—
—
—
54
(26)
(221)
Adjusted EBITDA
$
19,060
$
15,310
$
31,234
$
23,487
$
26,605
$
(9,020)
$
106,676
8
Three months ended September 30, 2023
Technology & Shopping
Gaming & Entertainment
Health & Wellness
Connectivity
Cybersecurity & Martech
Corporate (1)
Total
Revenues
$
78,718
$
45,023
$
90,619
$
53,574
$
73,051
$
—
$
340,985
(Loss) income from operations
$
(63,822)
$
15,101
$
15,930
$
17,281
$
12,527
$
(10,336)
$
(13,319)
Depreciation and amortization
21,232
3,712
14,010
7,351
10,941
(1,392)
55,854
Share-based compensation
2,207
218
1,175
325
399
2,450
6,774
Acquisition, integration, and other costs
(439)
497
2,639
1,411
263
86
4,457
Disposal related costs
453
—
—
—
202
978
1,633
Lease asset impairments and other charges
1,104
—
3
—
106
272
1,485
Goodwill impairment
56,850
—
—
—
—
—
56,850
Adjusted EBITDA
$
17,585
$
19,528
$
33,757
$
26,368
$
24,438
$
(7,942)
$
113,734
Three months ended December 31, 2023
Technology & Shopping
Gaming & Entertainment
Health & Wellness
Connectivity
Cybersecurity & Martech
Corporate (1)
Total
Revenues
$
105,222
$
49,230
$
106,449
$
57,038
$
71,946
$
—
$
389,885
Income (loss) from operations
$
25,621
$
22,147
$
24,169
$
17,281
$
5,430
$
(13,928)
$
80,720
Depreciation and amortization
19,569
2,067
18,074
11,456
18,457
10
69,633
Share-based compensation
1,001
80
1,136
419
932
3,959
7,527
Acquisition, integration, and other costs
4,114
551
3,421
1,109
420
34
9,649
Disposal related costs
180
—
—
—
—
195
375
Lease asset impairments and other charges
(663)
—
34
—
206
85
(338)
Adjusted EBITDA
$
49,822
$
24,845
$
46,834
$
30,265
$
25,445
$
(9,645)
$
167,566
Figures above are net of inter-segment revenues and operating costs and expenses.
(1) Corporate includes certain unallocated overhead costs that were historically presented within the Digital Media reportable segment.
9
ZIFF DAVIS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)
The following tables set forth Revenues and a reconciliation of Income (loss) from operations to Adjusted EBITDA by segment (in thousands):
Three months ended March 31, 2024
Technology & Shopping
Gaming & Entertainment
Health & Wellness
Connectivity
Cybersecurity & Martech
Corporate (1)
Total
Revenues
$
69,267
$
36,640
$
79,978
$
53,148
$
75,452
$
—
$
314,485
(Loss) income from operations
$
(6,635)
$
10,515
$
8,600
$
19,359
$
19,428
$
(15,406)
$
35,861
Depreciation and amortization
17,914
2,392
13,399
7,001
7,740
7
48,453
Share-based compensation
1,178
188
1,341
633
1,134
4,398
8,872
Acquisition, integration, and other costs
1,663
334
2,858
(47)
864
594
6,266
Disposal related costs
366
—
—
—
—
130
496
Lease asset impairments and other charges
138
—
—
—
477
188
803
Adjusted EBITDA
$
14,624
$
13,429
$
26,198
$
26,946
$
29,643
$
(10,089)
$
100,751
Three months ended June 30, 2024
Technology & Shopping
Gaming & Entertainment
Health & Wellness
Connectivity
Cybersecurity & Martech
Corporate (1)
Total
Revenues
$
72,567
$
42,981
$
85,988
$
50,281
$
68,983
$
—
$
320,800
(Loss) income from operations
$
(8,067)
$
8,198
$
13,302
$
21,702
$
11,547
$
(18,113)
$
28,569
Depreciation and amortization
19,863
2,841
13,013
7,617
8,800
7
52,141
Share-based compensation
1,625
327
1,509
764
1,222
6,153
11,600
Acquisition, integration, and other costs
4,086
916
2,276
(5,923)
471
2,011
3,837
Disposal related costs
—
—
—
—
20
57
77
Lease asset impairments and other charges
(162)
—
15
—
105
82
40
Adjusted EBITDA
$
17,345
$
12,282
$
30,115
$
24,160
$
22,165
$
(9,803)
$
96,264
10
Three months ended September 30, 2024
Technology & Shopping
Gaming & Entertainment
Health & Wellness
Connectivity
Cybersecurity & Martech
Corporate (1)
Total
Revenues
$
87,126
$
49,714
$
90,771
$
55,943
$
70,026
$
—
$
353,580
(Loss) income from operations
$
(78,615)
$
15,044
$
18,247
$
20,813
$
14,891
$
(19,684)
$
(29,304)
Depreciation and amortization
20,334
2,631
12,505
7,867
7,980
34
51,351
Share-based compensation
1,047
365
1,343
623
1,178
5,605
10,161
Acquisition, integration, and other costs
3,095
154
145
160
473
2,678
6,705
Disposal related costs
(390)
—
—
—
—
368
(22)
Lease asset impairments and other charges
426
(1)
—
—
98
4
527
Goodwill impairment
85,273
—
—
—
—
—
85,273
Adjusted EBITDA
$
31,170
$
18,193
$
32,240
$
29,463
$
24,620
$
(10,995)
$
124,691
Three months ended December 31, 2024
Technology & Shopping
Gaming & Entertainment
Health & Wellness
Connectivity
Cybersecurity & Martech
Corporate (1)
Total
Revenues
$
132,922
$
50,941
$
105,671
$
54,248
$
69,041
$
—
$
412,823
Income (loss) from operations
$
22,245
$
20,244
$
27,058
$
17,500
$
9,095
$
(17,620)
$
78,522
Depreciation and amortization
25,313
2,869
13,849
9,397
8,505
38
59,971
Share-based compensation
1,164
190
1,411
638
1,097
5,782
10,282
Acquisition, integration, and other costs
9,710
1,323
4,509
1,987
3,587
2,270
23,386
Disposal related costs
—
—
—
—
—
(350)
(350)
Lease asset impairments and other charges
(179)
94
—
—
76
—
(9)
Adjusted EBITDA
$
58,253
$
24,720
$
46,827
$
29,522
$
22,360
$
(9,880)
$
171,802
Figures above are net of inter-segment revenues and operating costs and expenses.
(1) Corporate includes certain unallocated overhead costs that were historically presented within the Digital Media reportable segment.