Ziff Davis Reports Fourth Quarter and Year End 2021 Preliminary Unaudited Results and Provides 2022 Guidance
Ziff Davis reported its Q4 and full year 2021 financial results, showcasing strong growth. Q4 revenue increased by 6.4% to $408.6 million, while full-year revenue rose 22.3% to a record $1.42 billion. GAAP net income per diluted share for Q4 surged to $7.62 from $0.91 in Q4 2020, largely due to a $290 million unrealized gain on investment in Consensus. Adjusted EBITDA for Q4 was $161.6 million, marking a 2.9% increase year-over-year. Guidance for FY 2022 estimates revenue between $1.497 billion and $1.535 billion.
- Q4 2021 revenue increased 6.4% to $408.6 million.
- Full-year revenue rose 22.3% to a record $1.42 billion.
- GAAP net income per diluted share for Q4 2021 increased to $7.62 from $0.91 in Q4 2020.
- Adjusted non-GAAP net income per diluted share rose 23.4% to $6.33 for the year.
- Q4 2021 Adjusted EBITDA climbed 2.9% to $161.6 million.
- Adjusted non-GAAP net income per diluted share for Q4 decreased 3.1% to $2.17.
- Free cash flow from continuing and discontinued operations fell 42.6% to $59.1 million in Q4 2021.
“We had a strong finish to an exceptional year in which we posted fantastic results and executed on a transformational spin-off," said
FOURTH QUARTER 2021 HIGHLIGHTS
On
Q4 2021 quarterly revenues increased
GAAP net income per diluted share from continuing operations(3) increased to
Adjusted non-GAAP net income per diluted share from continuing operations(3)(4) for the quarter decreased (3.1)% to
GAAP net income from continuing operations increased to
Adjusted non-GAAP net income from continuing operations increased by
Adjusted EBITDA(5) for the quarter increased
Net cash provided by operating activities from continuing and discontinued operations was
The company ended the quarter with approximately
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
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Pro-Forma Results(6) |
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Q4 2021 |
Q4 2020 |
% Change |
Q4 2021 |
Q4 2020 |
% Change |
Revenues |
|
|
|
|
|
|
Digital Media |
|
|
|
|
|
|
Cybersecurity and |
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|
(3.8)% |
|
|
|
Total Revenue: (1) |
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|
|
Income from Operations |
|
|
|
|
|
|
GAAP Income per Diluted Share from Continuing Operations (3) |
|
|
|
|
|
|
Adjusted Non-GAAP Income per Diluted Share from Continuing Operations (3) (4) |
|
|
(3.1)% |
|
|
|
GAAP Net Income from Continuing Operations |
|
|
|
|
|
|
Adjusted Non-GAAP Net Income from Continuing Operations |
|
|
|
|
|
|
Adjusted EBITDA (5) |
|
|
|
|
|
|
Adjusted EBITDA Margin (5) |
|
|
(1.4)% |
|
|
(1.4)% |
|
|
|
|
|
|
|
Net Cash Provided by Operating Activities from Continuing and Discontinued Operations |
|
|
(31.3)% |
|
|
|
Free Cash Flow from Continuing and Discontinued Operations (2) |
|
|
(42.6)% |
|
|
|
FULL YEAR 2021 HIGHLIGHTS
2021 revenues increased
GAAP net income per diluted share(3) from continuing operations increased to
Adjusted non-GAAP net income per diluted share from continuing operations(3)(4) for the year increased by
GAAP net income from continuing operations increased to
Adjusted non-GAAP net income from continuing operations increased by
Adjusted EBITDA(5) for the year increased
Net cash provided by operating activities from continuing and discontinued operations was
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
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Pro-Forma Results(6) |
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2021 |
2020 |
% Change |
2021 |
2020 |
% Change |
Revenues |
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|
|
|
|
|
Digital Media |
|
|
|
|
|
|
Cybersecurity and |
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|
|
|
|
Total Revenue: (1) |
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|
|
Income from Operations |
|
|
|
|
|
|
GAAP Income per Diluted Share from Continuing Operations (3) |
|
|
1, |
|
|
|
Adjusted Non-GAAP Income per Diluted Share from Continuing Operations (3) (4) |
|
|
|
|
|
|
GAAP Net Income from Continuing Operations |
|
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1, |
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|
Adjusted Non-GAAP Net Income from Continuing Operations |
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|
|
|
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Adjusted EBITDA (5) |
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|
|
|
|
Adjusted EBITDA Margin (5) |
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|
|
|
|
|
|
|
|
|
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Net Cash Provided by Operating Activities from Continuing and Discontinued Operations |
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|
|
|
|
|
Free Cash Flow from Continuing and Discontinued Operations (2) |
|
|
(1.3)% |
|
|
|
ZIFF DAVIS GUIDANCE
The Company’s estimates for fiscal year 2022 are as follows (in millions, except per share amounts):
|
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Revenue |
Adjusted
|
Adjusted Diluted
|
FY 2022 Range of Estimates |
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|
|
|
Adjusted non-GAAP net income per diluted share for 2022 excludes share-based compensation of between
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
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: |
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(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 |
(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 |
(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 |
About Ziff Davis
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
“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
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 |
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CONDENSED CONSOLIDATED BALANCE SHEETS |
|||||||
(UNAUDITED, IN THOUSANDS) |
|||||||
|
|
|
|
||||
ASSETS |
|
|
|
||||
Cash and cash equivalents |
$ |
694,842 |
|
|
$ |
176,443 |
|
Short-term investments |
|
229,200 |
|
|
|
663 |
|
Accounts receivable, net of allowances of |
|
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 |
|
|
|
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, |
|
— |
|
|
|
— |
|
Preferred stock - Series A, |
|
— |
|
|
|
— |
|
Preferred stock - Series B, |
|
— |
|
|
|
— |
|
Common stock, |
|
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 |
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME |
|||||||||||||||
(UNAUDITED, IN THOUSANDS) |
|||||||||||||||
|
Three Months Ended
|
|
Twelve Months Ended
|
||||||||||||
|
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 |
|
|
|
— |
|
|
|
— |
|
|
|
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
|
||||||
|
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 |
|
|
|
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 |
(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 |
||||||||||||
|
2021 |
|
Per Diluted
|
|
2020 |
Per Diluted
|
|||||||
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 |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
(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 |
(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 |
||||||||||||
|
2021 |
Per Diluted
|
|
2020 |
Per Diluted
|
||||||||
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 |
|
|
|
— |
|
|
— |
|
|
|
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 |
(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 |
||||||
|
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 |
) |
|
|
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 |
(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 |
||||||
|
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 |
|
|
|
|
|
||||
|
|
(32,629 |
) |
|
|
— |
|
Plus: |
|
|
|
||||
|
|
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 |
|
|
|
— |
|
|
|
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
(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
(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
(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
(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-
Pro-Forma Financial Results
Key pro-forma financial results for the three and twelve months ended
|
Three Months Ended |
|
Twelve Months Ended |
||
|
Q4 2021 |
Q4 2020 |
|
Q4 2021 |
Q4 2020 |
|
|
|
|
|
|
Total Revenues |
|
|
|
|
|
Pro-Forma Revenue Adjustments |
$— million |
|
|
|
|
Pro-Forma Total Revenue: (1) |
|
|
|
|
|
|
|
|
|
|
|
Adjusted Non-GAAP Net Income per Diluted Share from Continuing Operations (1) |
|
|
|
|
|
Pro-Forma Net Income per Diluted Share from Continuing Operations Adjustments |
$— |
|
|
|
|
Adjusted Pro Forma Net Income per Diluted Share from Continuing Operations (1) |
|
|
|
|
|
|
|
|
|
|
|
GAAP Net Income from Continuing Operations |
|
|
|
|
|
Pro-Forma Net Income from Continuing Operations Adjustments |
|
|
|
|
|
Adjusted Pro-Forma Net Income from Continuing Operations |
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA (1) |
|
|
|
|
|
Pro-Forma EBITDA Adjustments |
$— million |
|
|
|
|
Adjusted Pro-Forma EBITDA (1) |
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA Margin (1) |
|
|
|
|
|
Pro-Forma EBITDA Margin Adjustments |
|
—% |
|
(0.2)% |
(0.3)% |
Adjusted Pro-Forma EBITDA Margin (1) |
|
|
|
|
|
(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 |
(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 |
|
Twelve Months Ended |
||||||||||||
|
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 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
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 |
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 |
|||||||||||||
(UNAUDITED, IN THOUSANDS) |
|||||||||||||
|
|||||||||||||
|
Digital |
|
Cybersecurity |
|
|
|
|
||||||
|
Media |
|
and |
|
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 |
||||||||||||
(UNAUDITED, IN THOUSANDS) |
||||||||||||
|
||||||||||||
|
Digital |
|
Cybersecurity |
|
|
|
|
|||||
|
Media |
|
and |
|
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 |
ZIFF DAVIS, INC. AND SUBSIDIARIES |
||||||||||||
RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES |
||||||||||||
TWELVE MONTHS ENDED |
||||||||||||
(UNAUDITED, IN THOUSANDS) |
||||||||||||
|
||||||||||||
|
Digital |
|
Cybersecurity |
|
|
|
|
|||||
|
Media |
|
and |
|
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: |
|
|
|
|
|
|
|
|||||
|
|
— |
|
|
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 |
||||||||||||
(UNAUDITED, IN THOUSANDS) |
||||||||||||
|
||||||||||||
|
Digital |
|
Cybersecurity |
|
|
|
|
|||||
|
Media |
|
and |
|
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 |
View source version on businesswire.com: https://www.businesswire.com/news/home/20220214005858/en/
800-577-1790
investor@ziffdavis.com
Source:
FAQ
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