EX-99.2 3 zdq22023earningspresenta.htm EX-99.2
www.ziffdavis.com©2023 Ziff Davis. All rights reserved. SECOND QUARTER 2023 RESULTS August 3, 2023

2 Certain statements in this presentation are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, particularly those regarding our 2023 Financial Guidance. Such forward-looking statements are subject to numerous assumptions, risks and uncertainties that could cause actual results to differ materially from those described in those statements. These forward-looking statements are based on management’s expectations or beliefs as of August 3, 2023. Readers should carefully review the Risk Factors slide of this presentation, as well as the risk factors set forth in our Annual Report on Form 10-K filed by us on March 1, 2023 with the Securities and Exchange Commission (“SEC”) and the other reports we file from time to time with the SEC. We undertake no obligation to revise or publicly release any updates to such statements based on future information or actual results. Such forward-looking statements address the following subjects, among others: • Future operating results • Ability to acquire businesses on acceptable terms and integrate and recognize synergies from acquired businesses • Deployment of cash and investment balances to grow the company • Subscriber growth, retention, usage levels and average revenue per account • Digital media and cloud services growth • International growth • New products, services, features and technologies • Corporate spending including stock repurchases • Intellectual property and related licensing revenues • Liquidity and ability to repay or refinance indebtedness • Systems capacity, coverage, reliability and security • Regulatory developments and taxes All information in this presentation speaks as of August 3, 2023 and any redistribution or rebroadcast of this presentation after that date is not intended and will not be construed as updating or confirming such information. Capitalized terms not otherwise defined in this presentation have the meanings set forth in Ziff Davis' August 3, 2023 earnings press release. Third-Party Information All third-party trademarks, including names, logos and brands, referenced by the Company in this presentation are property of their respective owners. All references to third-party trademarks are for identification purposes only and shall be considered nominative fair use under trademark law. Industry, Market and Other Data Certain information contained in this presentation concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market size, is based on reports from various sources. Because this information involves a number of assumptions and limitations, you are cautioned not to give undue weight to such information. We have not independently verified market data and industry forecasts provided by any of these or any other third-party sources referred to in this presentation. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us. Non-GAAP Financial information Included in this presentation are certain financial measures that are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP") and are designed to supplement, and not substitute, Ziff Davis’ financial information presented in accordance with GAAP. The non-GAAP measures as defined by Ziff Davis may not be comparable to similar non-GAAP measures presented by other companies. The presentation of such measures, which may include adjustments to exclude unusual or non-recurring items, should not be construed as an inference that Ziff Davis’ future results or leverage will be unaffected by other unusual or non-recurring items. Please see the appendix to this presentation for how we define these non-GAAP measures, a discussion of why we believe they are useful to investors and certain limitations thereof, and reconciliations thereof to the most directly comparable GAAP measures. Divested Businesses Unless otherwise specified, all financial data and operating metrics presented herein for Ziff Davis are presented giving effect to the February 2021 divestiture of the Voice assets in the United Kingdom, as well as the September 2021 sale of the Company’s B2B Backup businesses, together, (the “Divested Businesses”), and the separation of Consensus Cloud Solutions, Inc. (“Consensus”) as described in the Form 10 filed by Consensus with the Securities and Exchange Commission, as if they had occurred prior to the periods presented. Safe Harbor for Forward-looking Statements

3 Some factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements contained in this presentation include, but are not limited to, our ability and intention to: • Achieve business and financial objectives in light of burdensome domestic and international telecommunications, internet or other regulations, including regulations related to data privacy, access, security, retention, and sharing; • Successfully manage our growth, including but not limited to our operational and personnel-related resources, and integration of newly acquired businesses; • Successfully adapt to technological changes and diversify services and related revenues at acceptable levels of financial return; • Successfully develop and protect our intellectual property, both domestically and internationally, including our brands, patents, trademarks and domain names, and avoid infringing upon the proprietary rights of others; • Manage certain risks associated with environmental, social and governmental matters, including related reporting obligations, that could adversely affect our reputation and performance; • Recruit and retain key personnel; • Avoid disruptions to our operations, financial position, and reputation as a result of the collapse of certain banks and potentially other financial institutions; and • Other factors set forth in our Annual Report on Form 10-K filed by us on March 1, 2023 with the SEC and the other reports we file from time to time with the SEC. • Sustain growth or profitability, particularly in light of an uncertain U.S. or worldwide economy, including the possibility of an economic downturn or recession, continuing inflation, continuing supply chain disruptions and other factors and their related impact on customer acquisition and retention rates, customer usage levels, and credit and debit card payment declines; • Maintain and increase our customer base and average revenue per user; • Generate sufficient cash flow to make interest and debt payments, reinvest in our business, and pursue desired activities and businesses plans while satisfying restrictive covenants relating to debt obligations; • Acquire businesses on acceptable terms and successfully integrate and realize anticipated synergies from such acquisitions; • Continue to expand our businesses and operations internationally in the wake of numerous risks, including adverse currency fluctuations, difficulty in staffing and managing international operations, higher operating costs as a percentage of revenues, or the implementation of adverse regulations; • Maintain our financial position, operating results and cash flows in the event that we incur new or unanticipated costs or tax liabilities, including those relating to federal and state income tax and indirect taxes, such as sales, value-added and telecommunication taxes; • Accurately estimate the assumptions underlying our effective worldwide tax rate; • Maintain favorable relationships with critical third-party vendors whose financial condition will not negatively impact the services they provide; • Create compelling digital media content causing increased traffic and advertising levels and additional advertisers or an increase in advertising spend, and effectively target digital media advertisements to desired audiences; • Manage certain risks inherent to our business, such as costs associated with fraudulent activity, system failure or security breach; effectively maintaining and managing our billing systems; time and resources required to manage our legal proceedings; liability for legal and other claims; or adhering to our internal controls and procedures; • Compete with other similar providers with regard to price, service, functionality; Risk Factors

4 Q2 2023 Consolidated Financial Snapshot (1) 1. See slides 12-16 for a GAAP reconciliation of Adjusted EBITDA and Adjusted Diluted EPS.

5 1. Figures exclude any intercompany eliminations. 2. Net Advertising Revenue Retention = (Revenue Recognized by Prior Year Advertisers in Current Year Period (excluding revenue from acquisitions during the stub period)) / (Revenue Recognized by Prior Year Advertisers in Prior Year Period (excluding revenue from acquisitions during the stub period)). Excludes advertisers that generated less than $10,000 of revenue in the measurement period; combined retention is the weighted average net advertising revenue retention of the company. 3. Excludes advertisers that spent less than $2,500 in the quarter within certain divisions. 4. Total gross quarterly advertising revenues divided by advertisers as defined in footnote (3). Advertising Performance Quarterly Advertising Metrics Q1 Q2 Q3 Q4 Q1 Q2 Net Revenue Retention (2) 106.6% 99.6% 94.1% 92.0% 91.2% 89.8% Advertisers (3) 1,950 2,016 1,953 2,044 1,737 1,924 Quarterly Revenue per Advertiser (4) $87,214 $93,848 $95,710 $118,370 $89,857 $91,000 2022 2023

6 1. Figures exclude any intercompany eliminations. 2. Subscription metrics in prior periods in the table above have been adjusted for our Cybersecurity & Martech business as a result of gaining greater transparency into a reseller relationship enabling us to identify the underlying subscribers served by the reseller. Further, additional adjustments have been made to subscribers in the Cybersecurity & Martech business to further conform to the Company’s subscriber definition. As a result, 2022 Subscription metrics were adjusted as follows: Subscribers for Q1, Q2, Q3, and Q4 were increased by 70, 82, 95, and 112 thousand, respectively; Average Quarterly Revenue per Subscriber for Q1, Q2, Q3, and Q4 decreased by ($2.04), ($1.95), ($1.42), and ($1.65), respectively; and Churn Rate for Q1, Q2, Q3, and Q4 increased by 0.31%, 0.20%, 0.16%, and 0.23%, respectively. 2023 Subscription metrics were adjusted as follows for Q1: Subscribers increased by 122 thousand; Average Quarterly Revenue per Subscriber decreased by ($1.83); and Churn Rate increased by 0.05%. 3. Quarterly average of the month-end subscriber counts; inclusive of the Digital Media and Cybersecurity & Martech Businesses. A subscriber is defined a direct customer, including customers who have paused but not cancelled their subscription. If there is a reseller or a partner without visibility into the number of underlying subscribers served by the reseller, they are counted as one subscriber. Figures are listed in 000s. 4. Total gross quarterly subscription revenues divided by subscribers as defined in footnote (3); 5. “Churn Rate” = A / B. A = (average revenue per subscription in the prior month) x (number of cancels in current month), calcu lated at each business and aggregated. B = subscription revenue in the current month, calculated at each business and aggregated. Churn rate is presented on a quarterly basis. For Ookla, this is calculated by taking the sum of the monthly revenue from the specific cancelled agreements. Subscription Performance Quarterly Subscription Metrics (2) Q1 Q2 Q3 Q4 Q1 Q2 Subscribers (3) 2,202 2,475 3,146 3,144 3,138 3,175 Average Quarterly Revenue per Subscriber (4) $61.81 $55.69 $45.45 $44.67 $45.31 $44.51 Churn Rate (5) 3.53% 3.12% 3.71% 4.03% 3.33% 3.51% 2022 2023

7 1. The Company considers revenue from an acquired business to become organic revenue in the first month in which the Company can compare that full month in the current year against the corresponding full month under its ownership in the prior year. Organic Growth (1) Year over Year Growth Rates Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Organic Revenue (1) 9% 20% 12% 2% 10% (3%) (5%) (7%) (7%) (5%) (6%) (6%) Total Revenue 29% 42% 35% 10% 27% 5% 2% (1%) (3%) 1% (3%) (3%) 20232021 2022

8 Ziff Davis Capital Structure 1. Includes Ziff Davis’ retained stake in Consensus Cloud Solutions, Inc. 2. Reflects the face amount of the outstanding debt. ($ millions) June 30, 2023 Cash and Cash Equivalents $679 Short-term Investments (1) 36 Long-term Investments 114 Total Cash and Investments $829 4.625% High-Yield Notes $460 1.75% Convertible Notes 550 Total Gross Debt (2) $1,010 Multiple of Q2 2023 TTM Adj. EBITDA Gross Debt $1,010 2.1x Gross Debt less Cash $331 0.7x Gross Debt less Cash and Investments $181 0.4x

2023 FINANCIAL GUIDANCE

10 2023 Guidance (Forward-Looking Statements) 1. Refer to slides 12-16 for examples of adjustments to Adjusted EBITDA and Adjusted Diluted EPS. A reconciliation of forward-looking Adjusted EBITDA and Adjusted Diluted EPS to the corresponding GAAP guidance financial measures is not available without unreasonable effort due, primarily, to variability and difficulty in making accurate forecasts and projections of non-operating matters that may arise in the future. Ziff Davis reaffirms its annual guidance of Revenues, Adjusted EBITDA, and Adjusted Diluted EPS (1) $ in millions, except for per share amounts Low Midpoint High Midpoint YoY % Increase vs 2022A Revenue $1,350 $1,379 $1,408 (0.9%) Adjusted EBITDA (1) $479 $497 $514 (2.0%) Adjusted Diluted EPS (1) $6.02 $6.28 $6.54 (5.6%) Ziff Davis FY 2023 Guidance Range

SUPPLEMENTAL INFORMATION

12 GAAP Reconciliation – Adjusted EBITDA Note: Adjusted EBITDA is defined as Net income (loss) with adjustments to reflect the addition or elimination of certain items including: Interest expense, net; (Gain) loss on debt extinguishment, net; (Gain) loss on sale of business; Unrealized (gain) loss on short- term investments held at the reporting date, including the unrealized (gain) loss on our investment in Consensus Cloud Solutions, Inc. (“Consensus”); (Gain) loss on investments, net; Other (income) expense, net; Income tax (benefit) expense; (Income) loss from equity method investments, net; Depreciation and amortization; Share-based compensation; Acquisition, integration, and other costs, including adjustments to contingent consideration, lease terminations, retention bonuses, other acquisition-specific items, and other costs, such as severance and legal settlements; Disposal related costs associated with disposal of certain businesses; Lease asset impairments and other charges; and Goodwill impairment on business. $ in 000's Ziff Davis 2022 2023 Net (loss) income (46,436)$ 16,679$ Interest expense, net 9,569 10,483 Gain on debt extinguishment, net (2,613) - Unrealized loss on short-term investments held at the reporting date 27,317 3,196 Loss on investments, net 48,243 - Other (income) loss, net (6,345) 1,503 Income tax expense 10,051 6,461 Loss (gain) from equity method investment, net 6,101 (927) Depreciation and amortization 59,872 56,856 Share-based compensation 7,703 9,217 Acquisition, integration and other costs 3,431 3,369 Disposal related costs 65 60 Lease asset Impairments and other charges 1,079 (221) Adjusted EBITDA 118,037$ 106,676$ Three Months Ended June 30,

13 Q2 2023 and 2022 Reconciliation of GAAP to Non-GAAP Financial Measures Q2 2022 GAAP amount Interest Costs (Gain) loss on sale of business Unrealized (gain) loss on short- term investments held at the reporting date (Gain) loss on debt extinguishment, net Income (loss) from equity method investment, net Amortization Share-based compensation Acquisition, integration, and other costs Disposal related costs Lease asset impairments and other charges Adjusted non- GAAP amount $ in 000's Cost of revenues $46,004 $- $- $- $- $- ($259) ($142) ($2) $- $- $45,601 Sales and marketing $123,777 - - - - - - (1,106) (1,219) - (438) $121,014 Research, development, and engineering $19,721 - - - - - - (851) (195) - - $18,675 General and administrative $101,967 - - - - - (41,642) (5,604) (2,015) (64) (641) $52,001 Interest expense, net ($9,569) 110 - - - - - - - - - ($9,459) Gain on debt extinguishment, net $2,613 - (3,069) - - - - - - - - ($456) Loss on investment, net ($48,243) - - - 48,243 - - - - - - $- Unrealized loss on short-term investments held at period end ($27,317) - - 27,317 - - - - - - - $- Other income, net $6,345 - - - (174) - - - - - - $6,171 Income tax expense ($10,051) (27) 760 (1,044) 42 - (9,837) (905) (805) 241 (271) ($21,897) Loss from equity method investment, net ($6,101) - - - - 6,101 - - - - - $- Total non-GAAP Adjustments $83 ($2,309) $26,273 $48,111 $6,101 $32,064 $6,798 $2,626 $305 $808 Q2 2023 GAAP amount Interest Costs (Gain) loss on sale of business Unrealized (gain) loss on short- term investments held at the reporting date (Gain) loss on investments, net Income (loss) from equity method investment, net Amortization Share-based compensation Acquisition, integration, and other costs Disposal related costs Lease asset impairments and other charges Adjusted non- GAAP amount $ in 000's Cost of revenues $47,421 $- $- $- $- $- ($189) ($94) ($101) $- $- $47,037 Sales and marketing $119,934 - - - - - - (1,038) (653) - - $118,243 Research, development, and engineering $17,817 - - - - - - (958) (133) - - $16,726 General and administrative $101,949 - - - - 1,500 (33,732) (7,127) (2,482) (60) 221 $60,269 Interest expense, net ($10,483) 7,346 - - - - - - - - - ($3,137) Unrealized loss on short-term investments held at period end ($3,196) - - 3,196 - - - - - - - $- Other loss, net ($1,503) - 118 - - - - - - - - ($1,385) Income tax expense ($6,461) (1,837) (30) (780) - 375 (8,125) (2,036) (793) (16) 61 ($19,642) Loss from equity method investment, net ($573) - - - - 573 - - - - - $- Total non-GAAP Adjustments $5,509 $88 $2,416 - ($552) $25,796 $7,181 $2,576 $44 ($160)

14 GAAP Reconciliation – Free Cash Flow (1) 1. Free cash flow is defined as net cash provided by operating activities, less purchases of property and equipment, plus changes in contingent consideration. $ in 000's Ziff Davis 2022 2023 2022 2023 Net cash provided by operating activities 75,973$ 39,728$ 192,484$ 155,035$ Less: Purchases of property and equipment (23,374) (25,233) (53,876) (55,250) Free cash flow (1) 52,599$ 14,495$ 138,608$ 99,785$ Three Months Ended June 30, Six Months Ended June 30,

15 Quarterly Adjusted Income Statement Excluding the Divested Businesses 1. Adjusted net income (loss) is defined as Net income (loss) with adjustments to reflect the addition or elimination of certain statement of operations items including, but not limited to: Interest costs related to the difference between the imputed and coupon interest expense associated with the 4.625% Senior Notes and a charge that the Company determined to be penalty interest associated with 1.75% Convertible Notes in each period presented; (Gain) loss on debt extinguishment, net; (Gain) loss on sale of business; Unrealized (gain) loss on short-term investments held at the reporting date, including the unrealized (gain) loss on our investment in Consensus; (Gain) loss on investments, net; (Income) loss from equity method investments, net; Amortization of patents and intangible assets that we acquired; Goodwill impairment on business; Share-based compensation; Acquisition, integration, and other costs, including adjustments to contingent consideration, lease terminations, retention bonuses, other acquisition-specific items, and other costs, such as severance and legal settlements; Disposal related costs associated with disposal of certain businesses; Lease asset impairments and other charges; and Dilutive effect of the convertible debt. 2. Adjusted Diluted EPS is calculated by dividing Adjusted net income (loss) by the diluted weighted average shares of common stock outstanding that excludes the effect of convertible debt dilution. $ in 000's (except for per share amounts) Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Advertising 177,288$ 198,385$ 198,794$ 263,608$ 170,067$ 189,198$ 186,922$ 241,949$ 156,082$ 175,083$ Subscriptions 117,937 124,591 135,488 134,451 136,070 137,811 142,972 140,467 142,164 141,357 Other 3,961 7,293 11,625 10,992 9,184 10,601 12,195 14,363 8,981 9,626 Less : Intercompany Eliminations (118) (292) (356) (423) (253) (254) (215) (79) (85) (50) Adjusted Revenues 299,068$ 329,977$ 345,551$ 408,628$ 315,068$ 337,356$ 341,874$ 396,700$ 307,142$ 326,016$ Cost of Revenues 37,906 44,306 45,797 45,286 45,686 45,599 52,233 50,329 45,373 47,037 Sales and Marketing 105,048 118,479 124,178 137,513 116,503 121,014 118,580 125,303 113,577 118,243 Research, Development and Engineering 18,679 16,764 18,319 20,923 17,580 18,675 16,910 17,227 16,956 16,726 General and Administrative 55,776 53,253 57,532 59,778 52,079 52,002 53,315 56,195 58,011 60,269 Adjusted Operating Income 81,659$ 97,175$ 99,725$ 145,128$ 83,220$ 100,066$ 100,836$ 147,646$ 73,225$ 83,741$ Add: Depreciation 14,244 14,899 15,613 16,487 17,568 17,971 19,278 20,658 21,108 22,935 Adjusted EBITDA 95,903$ 112,074$ 115,338$ 161,615$ 100,788$ 118,037$ 120,114$ 168,304$ 94,333$ 106,676$ Adjusted Net Income (1) 53,066 63,230 66,085 105,064 57,929 74,425 74,269 105,963 51,726 59,577 Adjusted Diluted EPS (2) excluding divested businesses $1.19 $1.41 $1.40 $2.18 $1.23 $1.58 $1.58 $2.26 $1.10 $1.27

16 Reconciliation of Financial Results Excluding the Divested Businesses $ in 000's (except for per share amounts) Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Revenues Stated Revenues 311,657$ 341,293$ 355,144$ 408,628$ 315,068$ 337,356$ 341,874$ 396,700$ 307,142$ 326,016$ Adjustments (12,589) (11,316) (9,593) - - - - - - - Total Adjusted Revenues 299,068$ 329,977$ 345,551$ 408,628$ 315,068$ 337,356$ 341,874$ 396,700$ 307,142$ 326,016$ Cost of Revenues Stated Cost of Revenues 43,137$ 48,333$ 49,062$ 45,286$ 45,686$ 45,599$ 52,233$ 50,329$ 45,373$ 47,037$ Adjustments (5,231) (4,027) (3,265) - - - - - - - Total Adjusted Cost of Revenues 37,906$ 44,306$ 45,797$ 45,286$ 45,686$ 45,599$ 52,233$ 50,329$ 45,373$ 47,037$ Sales and Marketing Stated Sales and Marketing 106,848$ 120,166$ 125,410$ 137,513$ 116,503$ 121,014$ 118,580$ 125,303$ 113,577$ 118,243$ Adjustments (1,800) (1,687) (1,232) - - - - - - - Total Adjusted Sales and Marketing 105,048$ 118,479$ 124,178$ 137,513$ 116,503$ 121,014$ 118,580$ 125,303$ 113,577$ 118,243$ Research, Development and Engineering Stated Research, Development and Engineering 18,933$ 17,041$ 18,534$ 20,923$ 17,580$ 18,675$ 16,910$ 17,227$ 16,956$ 16,726$ Adjustments (254) (277) (215) - - - - - - - Total Adjusted Research, Development and Engineering 18,679$ 16,764$ 18,319$ 20,923$ 17,580$ 18,675$ 16,910$ 17,227$ 16,956$ 16,726$ General and Administrative Stated General and Administrative 56,903$ 53,671$ 58,067$ 59,778$ 52,079$ 52,002$ 53,315$ 56,195$ 58,011$ 60,269$ Adjustments (1,127) (418) (535) - - - - - - - Total Adjusted General and Administrative 55,776$ 53,253$ 57,532$ 59,778$ 52,079$ 52,002$ 53,315$ 56,195$ 58,011$ 60,269$ Adjusted EBITDA Stated Adjusted EBITDA 100,705$ 116,977$ 119,709$ 161,615$ 100,788$ 118,037$ 120,114$ 168,304$ 94,333$ 106,676$ Adjustments (4,802) (4,903) (4,371) - - - - - - - Total Adjusted EBITDA 95,903$ 112,074$ 115,338$ 161,615$ 100,788$ 118,037$ 120,114$ 168,304$ 94,333$ 106,676$ Diluted EPS Stated Adjusted Non-GAAP Net Income per Diluted EPS 1.24$ 1.50$ 1.49$ 2.18$ 1.23$ 1.58$ 1.58$ 2.26$ 1.10$ 1.27$ Adjustments (0.05) (0.09) (0.09) - - - - - - - Total Adjusted Diluted EPS 1.19$ 1.41$ 1.40$ 2.18$ 1.23$ 1.58$ 1.58$ 2.26$ 1.10$ 1.27$