NEW YORK--(BUSINESS WIRE)--August 06, 2026--
Ziff Davis, Inc. (NASDAQ: ZD) ("Ziff Davis" or "the Company") today reported unaudited financial results for the second quarter ended June 30, 2026.
"With the successful sale of our Connectivity business, our significant share repurchases, and our robust free cash flow, Ziff Davis is in a very strong financial position," said Vivek Shah, CEO of Ziff Davis. "We are focused on deploying capital strategically to maximize long-term shareholder returns."
SECOND QUARTER 2026 RESULTS
During the second quarter of 2026, the Company completed the sale of its Connectivity business. The results of the Connectivity business are classified as discontinued operations for all periods presented in this press release. Unless otherwise noted, all amounts, percentages, and any discussion in this press release reflect the results from continuing operations, except for the Statements of Cash Flows and Free cash flow, which are presented on a combined continuing and discontinued operations basis. Furthermore, upon the classification of Connectivity as a discontinued operation, the Company determined that Connectivity was no longer a reportable segment.
-- Revenues (1) decreased to $286.7 million compared to $294.8 million for
Q2 2025.
-- Operating (loss) income decreased to an operating loss of $(44.7)
million compared to operating income of $13.8 million for Q2 2025. This
includes a $54.8 million goodwill impairment recognized in Q2 2026
compared to none in Q2 2025.
-- Net (loss) income from continuing operations (2) decreased to $(52.2)
million compared to $14.3 million for Q2 2025.
-- Net (loss) income per diluted share from continuing operations (2)
decreased to $(1.43) compared to $0.34 for Q2 2025.
-- Adjusted EBITDA (3) decreased to $76.8 million compared to $79.8
million for Q2 2025.
-- Adjusted net income (2) (3) decreased to $37.8 million compared to
$38.1 million for Q2 2025.
-- Adjusted net income per diluted share (2) (3) (or "Adjusted diluted
EPS") increased 13.2% to $1.03 compared to $0.91 for Q2 2025.
-- Net cash provided by operating activities from continuing and
discontinued operations increased 55.9% to $89.0 million compared to
$57.1 million in Q2 2025. Free cash flow from continuing and discontinued
operations (3) increased 100.3% to $54.0 million compared to $26.9
million in Q2 2025.
-- Ziff Davis completed the sale of its Connectivity division for total
proceeds of approximately $1,216.1 million, consisting of approximately
$1,179.1 million cash received at closing, or $1,134.1 million net of
cash divested, and $37.0 million held in escrow.
-- Ziff Davis deployed approximately $9.2 million for current and prior
year acquisitions during the quarter and $121.5 million related to share
repurchases in Q2 2026.
The following table reflects results from continuing operations, except for Net cash provided by operating activities and Free cash flow which are on combined basis of continuing and discontinued operations, for the three and six months ended June 30, 2026 and 2025, respectively (in millions, except per share amounts).
Three months ended June Six months ended June
30, 30,
---------------- ----------------------- ------ ----------------------- ------
(Unaudited) 2026 2025 % Change 2026 2025 % Change
---------------- ----- ----- --- ---------- ----- ----- --- ----------
Revenues (1)
---------------- ---------- ----------- ---------- ---------- ----------- ----------
Technology &
Shopping $ 76.7 $ 80.8 (5.0)% $147.9 $162.4 (9.0)%
---------------- ----- ----- --- ------ ----- ----- --- ------
Gaming &
Entertainment $ 46.6 $ 46.2 0.9% $ 87.4 $ 84.3 3.7%
---------------- ----- ----- --- ------ ----- ----- --- ------
Health &
Wellness $ 94.7 $ 99.5 (4.8)% $180.6 $185.2 (2.5)%
---------------- ----- ----- --- ------ ----- ----- --- ------
Cybersecurity
& Martech $ 68.7 $ 68.3 0.5% $138.5 $135.7 2.1%
---------------- ----- ----- --- ------ ----- ----- --- ------
Total revenues
(1) $286.7 $294.8 (2.7)% $554.4 $567.6 (2.3)%
---------------- ----- ----- --- ------ ----- ----- --- ------
Operating (loss)
income $(44.7) $ 13.8 NM (4) $(41.8) $ 28.2 NM (4)
---------------- ----- ----- --- ---------- ----- ----- --- ----------
Operating (loss)
income margin (15.6)% 4.7% (20.3)% (7.5)% 5.0% (12.5)%
---------------- ----- ----- ------ ----- ----- ------
Net (loss)
income from
continuing
operations (2) $(52.2) $ 14.3 NM (4) $(52.9) $ 24.1 NM (4)
---------------- ----- ----- --- ---------- ----- ----- --- ----------
Net (loss)
income per
diluted share
from continuing
operations (2) $(1.43) $ 0.34 NM (4) $(1.43) $ 0.57 NM (4)
---------------- ----- ----- --- ---------- ----- ----- --- ----------
Adjusted EBITDA
(3) $ 76.8 $ 79.8 (3.7)% $140.2 $151.2 (7.3)%
---------------- ----- ----- --- ------ ----- ----- --- ------
Adjusted EBITDA
margin (3) 26.8% 27.1% (0.3)% 25.3% 26.6% (1.3)%
---------------- ----- ----- ------ ----- ----- ------
Adjusted net
income (2)(3) $ 37.8 $ 38.1 (0.6)% $ 65.4 $ 71.1 (8.0)%
---------------- ----- ----- --- ------ ----- ----- --- ------
Adjusted diluted
EPS (2)(3) $ 1.03 $ 0.91 13.2% $ 1.75 $ 1.68 4.2%
---------------- ----- ----- --- ------ ----- ----- --- ------
Net cash
provided by
operating
activities from
continuing and
discontinued
operations $ 89.0 $ 57.1 55.9% $118.9 $ 77.7 53.1%
---------------- ----- ----- --- ------ ----- ----- --- ------
Free cash flow
from continuing
and
discontinued
operations (3) $ 54.0 $ 26.9 100.3% $ 50.8 $ 21.9 131.5%
---------------- ----- ----- --- ------ ----- ----- --- ------
Notes:
(1) The revenues associated with each of the reportable segments may have
been rounded when presented independently so they foot precisely to
Total Revenues.
(2) GAAP effective tax rates were approximately (1.8)% and (0.8)% for the
three months ended June 30, 2026 and 2025, respectively, and (6.6)% and
22.3% for the six months ended June 30, 2026 and 2025, respectively.
Adjusted effective tax rates were approximately 23.9% and 24.2% for the
three months ended June 30, 2026 and 2025, respectively, and 23.9% and
23.9% for the six months ended June 30, 2026 and 2025, respectively.
(3) For definitions of non-GAAP financial measures and reconciliations of
GAAP to non-GAAP financial measures refer to section "Non-GAAP
Financial Measures" further in this release.
(4) NM: Not meaningful.
EARNINGS CONFERENCE CALL AND AUDIO WEBCAST
Ziff Davis will host a live audio webcast and conference call discussing its second quarter 2026 financial results on Friday, August 7, 2026, at 8:30AM ET. The live webcast and call will be accessible by phone by dialing (844) 985-2014 or via www.ziffdavis.com. Following the event, the audio recording and presentation materials will be archived and made available at www.ziffdavis.com.
ABOUT ZIFF DAVIS
Ziff Davis, Inc. (NASDAQ: ZD) is a vertically focused digital media and internet company whose portfolio includes leading brands in technology, shopping, gaming and entertainment, health and wellness, cybersecurity, and martech. For more information, visit www.ziffdavis.com.
"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. These forward-looking statements are based on management's current expectations or beliefs and are subject to numerous assumptions, risks, and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These factors and uncertainties include, among other items: the Company's ability to grow advertising, licensing, and subscription revenues, profitability, and cash flows, particularly in light of an uncertain U.S. or worldwide economy, including the possibility of economic downturn or recession; the Company's ability to make interest and debt payments; the Company's ability to identify, close, and successfully transition acquisitions or divestitures; the Company's ability to realize the anticipated benefits from the divestiture of the Connectivity business; customer growth and retention; the Company's ability to create compelling content; our reliance on third-party platforms; the threat of content piracy and developments related to artificial intelligence; increased competition and rapid technological changes; variability of the Company's revenue based on changing conditions in particular industries and the economy generally; protection of the Company's proprietary technology; the risk of alleged infringement by
the Company of intellectual property of others; the risk of losing critical third-party vendors or key personnel; the risks associated with fraudulent activity, system failure, or a security breach; risks related to our ability to adhere to our internal controls and procedures; the risk of adverse changes in the U.S. or international regulatory environments, including but not limited to the imposition or increase of taxes or regulatory-related fees; the risks related to supply chain disruptions, increased tariffs and trade protection measures, inflationary conditions, and rising interest rates; the risk of liability for legal and other claims; our ability to consummate a sale of one or more of our business lines pursuant to our announced review of potential value-creating opportunities; and the numerous other factors set forth in the Company' filings with the Securities and Exchange Commission ("SEC"). For a more detailed description of the risk factors and uncertainties affecting the Company, refer to our most recent Annual Report on Form 10-K and the other reports filed by the Company from time-to-time with the SEC, each of which is available at www.sec.gov. The forward-looking statements provided in this press release, including those contained in Vivek Shah's quote are based on limited information available to the Company at this time, which is subject to change. Although management's expectations may change after the date of this press release, the Company undertakes no obligation to revise or update these statements.
ZIFF DAVIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED, IN THOUSANDS)
June 30, 2026 December 31, 2025
--------------- ---------------------
ASSETS
Cash and cash equivalents $ 1,606,112 $ 573,777
Accounts receivable, net of
allowances of $6,343 and $8,141,
respectively 418,846 623,441
Prepaid expenses and other current
assets 59,804 81,964
Current assets - discontinued
operations -- 91,217
---------- --------------
Total current assets 2,084,762 1,370,399
Long-term investments 99,936 93,228
Property and equipment, net of
accumulated depreciation of
$419,396 and $382,187,
respectively 171,481 162,130
Intangible assets, net 293,773 338,178
Goodwill 1,291,002 1,346,964
Deferred income taxes 5,444 5,107
Other assets 51,629 24,523
Noncurrent assets - discontinued
operations -- 322,777
---------- --------------
TOTAL ASSETS $ 3,998,027 $ 3,663,306
========== ==============
LIABILITIES AND STOCKHOLDERS'
EQUITY
Accounts payable and accrued
expenses $ 489,554 $ 696,918
Income taxes payable, current 185,637 7,345
Deferred revenue, current 126,974 129,700
Current portion of long-term debt 148,937 148,685
Other current liabilities 12,228 16,089
Current liabilities - discontinued
operations -- 76,216
---------- --------------
Total current liabilities 963,330 1,074,953
Long-term debt 718,703 717,815
Deferred revenue, noncurrent 5,903 6,518
Liability for uncertain tax
positions 19,619 19,733
Deferred income taxes 20,773 41,116
Other noncurrent liabilities 32,241 33,055
Noncurrent liabilities -
discontinued operations -- 16,541
---------- --------------
TOTAL LIABILITIES 1,760,569 1,909,731
---------- --------------
Common stock 350 384
Additional paid-in capital 436,450 472,723
Retained earnings 1,867,704 1,337,542
Accumulated other comprehensive
loss (67,046) (57,074)
---------- --------------
TOTAL STOCKHOLDERS' EQUITY 2,237,458 1,753,575
---------- --------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 3,998,027 $ 3,663,306
========== ==============
ZIFF DAVIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED, IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
Three months ended June
30, Six months ended June 30,
-------------------------- ----------------------------
2026 2025 2026 2025
---------- ---------- ---------- ----------
Total revenues $ 286,738 $ 294,803 $ 554,379 $ 567,619
Operating costs
and expenses:
Direct costs 45,711 40,663 90,028 81,064
Sales and
marketing 122,172 127,044 237,405 239,455
Research,
development,
and
engineering 14,369 14,197 28,006 28,117
General,
administrative,
and other
related costs 47,496 48,794 94,140 91,957
Depreciation and
amortization 46,874 50,335 91,752 98,787
Goodwill
impairment 54,839 -- 54,839 --
---------- ---------- ---------- ----------
Total operating
costs and
expenses 331,461 281,033 596,170 539,380
---------- ---------- ---------- ----------
Operating (loss)
income (44,723) 13,770 (41,791) 28,239
Interest expense,
net (5,770) (6,584) (12,666) (12,778)
Gain on
investments, net -- 4,340 -- 4,340
Other (loss)
income, net (586) (2,402) 102 (3,877)
---------- ---------- ---------- ----------
(Loss) income from
continuing
operations before
income tax
expense and
income from
equity method
investment (51,079) 9,124 (54,355) 15,924
Income tax
(expense)
benefit (941) 69 (3,578) (3,549)
(Loss) income from
equity method
investment, net
of tax (133) 5,115 5,005 11,745
---------- ---------- ---------- ----------
Net (loss) income
from continuing
operations (52,153) 14,308 (52,928) 24,120
Net income from
discontinued
operations, net
of tax 676,614 12,035 699,650 26,462
---------- ---------- ---------- ----------
Net income $ 624,461 $ 26,343 $ 646,722 $ 50,582
========== ========== ========== ==========
Net (loss) income
per common share
from continuing
operations:
Basic $ (1.43) $ 0.34 $ (1.43) $ 0.57
Diluted $ (1.43) $ 0.34 $ (1.43) $ 0.57
Net income per
common share from
discontinued
operations:
Basic $ 18.60 $ 0.29 $ 18.92 $ 0.63
Diluted $ 18.60 $ 0.29 $ 18.92 $ 0.63
Net income per
common share:
Basic $ 17.16 $ 0.63 $ 17.49 $ 1.20
Diluted $ 17.16 $ 0.63 $ 17.49 $ 1.20
Weighted average
shares
outstanding:
Basic 36,381,271 41,732,800 36,985,872 42,143,165
Diluted 36,381,271 41,750,114 36,985,872 42,257,116
ZIFF DAVIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
Six months ended June 30,
-------------------------------
2026 2025
----------- ---------
Cash flows from operating activities:
Net income $ 646,722 $ 50,582
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 96,656 113,438
Non-cash operating lease costs 3 4,325
Share-based compensation 23,897 21,479
Provision for credit losses on
accounts receivable 1,994 1,012
Deferred income taxes, net (22,542) (7,320)
Gain on sale of businesses (860,597) --
Goodwill impairment 54,839 --
Changes in fair value of contingent
consideration 124 (2,318)
Income from equity method
investments, net of tax (5,005) (11,745)
Gain on investments, net -- (4,340)
Other 3,826 1,701
Decrease (increase) in:
Accounts receivable 204,820 147,417
Prepaid expenses and other current
assets (2,972) (523)
Other assets 3,480 1,900
Increase (decrease) in:
Accounts payable and accrued
expenses (230,206) (209,583)
Income taxes payable 204,345 (21,482)
Deferred revenue 7,402 464
Other current liabilities (7,870) (7,320)
----------- ---------
Net cash provided by operating
activities 118,916 77,687
----------- ---------
Cash flows from investing activities:
Purchases of property and equipment (68,126) (55,752)
Acquisitions, net of cash received (8,030) (50,345)
Distribution from equity method
investment -- 9,196
Proceeds from sale of equity
investments -- 25,250
Proceeds from sale of businesses,
net of cash divested 1,134,081 --
Other (209) 51
----------- ---------
Net cash provided by (used in)
investing activities 1,057,716 (71,600)
----------- ---------
Cash flows from financing activities:
Repurchase of common stock (173,058) (68,834)
Issuance of common stock under
employee stock purchase plan 3,477 3,751
Deferred payments for acquisitions (1,162) (213)
Other (3,041) (1,592)
----------- ---------
Net cash used in financing activities (173,784) (66,888)
----------- ---------
Effect of exchange rate changes on cash
and cash equivalents (3,747) 12,180
----------- ---------
Net change in cash and cash equivalents 999,101 (48,621)
----------- ---------
Cash and cash equivalents at beginning
of period 607,011 505,880
----------- ---------
Cash and cash equivalents at beginning
of period associated with discontinued
operations 33,234 18,380
Cash and cash equivalents at beginning
of period associated with continuing
operations 573,777 487,500
----------- ---------
Cash and cash equivalents at end of
period 1,606,112 457,259
----------- ---------
Cash and cash equivalents at end of
period associated with discontinued
operations -- 18,141
----------- ---------
Cash and cash equivalents at end of
period associated with continuing
operations $ 1,606,112 $ 439,118
=========== =========
Non-GAAP Financial Measures
To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles ("GAAP"), we use the following non-GAAP financial measures: Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income (loss), Adjusted net income (loss) per diluted share, Free cash flow from continuing and discontinued operations, and Adjusted effective tax rate (collectively the "non-GAAP financial measures"). The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
We use these non-GAAP financial measures for financial and operational decision making and as means to evaluate period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain items that may not be indicative of our recurring core business operating results or, in certain cases, may be non-cash in nature. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management's internal comparisons to our historical performance and liquidity. We believe these non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making, (2) certain measures are used to determine the amount of annual incentive compensation paid to our named executive officers, and (3) they are used by the analyst community to help them analyze the health of our business.
These non-GAAP financial measures are not measures presented in accordance with GAAP, and our use of these terms may vary from that of other companies, limiting their usefulness for comparison purposes. These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. These non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with the Company's results of operations determined in accordance with GAAP.
Non-GAAP financial measures exclude the certain items listed below. We believe that excluding these items from the non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which exclude similar items. We believe that non-GAAP financial measures provide meaningful supplemental information regarding operational performance. We further believe these measures are useful to investors in that they allow for greater transparency of certain line items in the Company's financial statements.
Adjusted EBITDA is defined as Net income (loss) from continuing operations 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;
-- Provision for credit losses on investments. This is a non-cash expense
that includes changes in the provision for credit losses on investments
of the Company in debt and equity instruments and does not represent
recurring 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;
-- Transaction, integration, and other charges. This includes expenses
associated with the acquisition or disposal of certain businesses, lease
agreement terminations, retention bonuses, and other transaction-specific
items, as well as certain other items, such as severance, adjustments to
contingent consideration, third-party debt modification costs, litigation
costs from discrete, complex, or unusual proceedings, and legal
settlements. These expenses do not represent core business operating
results of the Company;
-- Long-lived asset impairments and other charges. These expenses are
incurred in connection with impaired long-lived assets, including
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.
Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Total Revenues.
Adjusted net income (loss) is defined as Net income (loss) from continuing operations with adjustments to reflect the addition or elimination of certain statement of operations items including, but not limited to:
-- Interest, net. This reflects the difference between the imputed and
coupon interest expense associated with the 4.625% Senior Notes and a
charge that the Company determined to be penalty interest associated with
the 1.75% Convertible Notes, offset in part by a certain interest income
earned by the Company. These net expenses do not represent core business
operating results of the Company;
-- (Gain) loss on debt extinguishment, net. This is a non-cash expense
that relates to extinguishments of long-term debt obligations. We believe
this gain or loss does not represent recurring core business operating
results of the Company;
-- (Gain) loss on sale of businesses. This gain or loss relates to the
sales of businesses and does not represent recurring core business
operating results of the Company;
-- (Gain) loss on investments, net. This item includes realized gains and
losses, unrealized gains and losses, and impairment charges on debt and
equity investments. The amount of gain or loss depends on the share price
for investments with readily determinable fair value and on observable
price changes for investments without a readily determinable fair value,
and does not represent core business operating results of the Company;
-- Provision for credit losses on investments. This is a non-cash expense
that includes changes in the provision for credit losses on investments
of the Company in debt and equity instruments and does not represent
recurring core business operating results of the Company;
-- (Income) loss from equity method investment, net of tax. This is a
non-cash income or expense as it relates primarily to our investment in
the OCV Fund. We believe that gains or losses resulting from our equity
method investment do not represent core business operating results of the
Company;
-- Amortization. Includes the amortization of patents and intangible
assets that we acquired. This is a non-cash expense as it primarily
relates to identifiable definite-lived intangible assets of the acquired
businesses. We believe that acquired intangible assets represent cost
incurred by the acquiree to build value prior to the acquisition and the
amortization of this cost does not represent core business operating
results of the Company;
-- Share-based compensation. This is a non-cash expense as it relates to
awards granted under the various share-based incentive plans of the
Company. We view the economic cost of share-based awards to be the
dilution to our share base;
-- Transaction, integration, and other charges. This includes expenses
associated with the acquisition or disposal of certain businesses, lease
agreement terminations, retention bonuses, and other transaction-specific
items, as well as certain other items, such as severance, adjustments to
contingent consideration, third-party debt modification costs, litigation
costs from discrete, complex, or unusual proceedings, and legal
settlements. These expenses do not represent core business operating
results of the Company;
-- Long-lived asset impairments and other charges. These expenses are
incurred in connection with impaired long-lived assets, including ROU
assets of the Company. Associated expenses are comprised of insurance,
utility, and other charges related to assets that are no longer in use,
and partially offset by the sublease income earned. These expenses do not
represent core business operating results of the Company; and
-- Goodwill impairment. This is a non-cash expense that is recorded when
the carrying value of the reporting unit exceeds its fair value and does
not represent core business operating results of the Company.
Adjusted net income (loss) per diluted share is calculated by dividing Adjusted net income (loss) from continuing operations by the diluted weighted average shares of common stock outstanding excluding the effect of convertible debt dilution.
Free cash flow from continuing and discontinued operations is defined as Net cash provided by operating activities, which includes both continuing and discontinued operations, less purchases of property and equipment, plus changes in contingent consideration (if any).
Adjusted effective tax rate is calculated based upon the GAAP effective tax rate with adjustments for the tax applicable to non-GAAP adjustments to Net income (loss) from continuing operations, generally based upon the effective marginal tax rate of each adjustment.
ZIFF DAVIS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)
The following table sets forth a reconciliation of Net
(loss) income from continuing operations to Adjusted
EBITDA:
Three months ended Six months ended June
June 30, 30,
------------------- ----------------------
2026 2025 2026 2025
------- ------ ------- -------
Net (loss)
income from
continuing
operations $(52,153) $14,308 $(52,928) $ 24,120
Interest
expense,
net 5,770 6,584 12,666 12,778
Gain on
investment,
net -- (4,340) -- (4,340)
Other loss
(income),
net 586 2,402 (102) 3,877
Income tax
(benefit)
expense 941 (69) 3,578 3,549
Income (loss)
from equity
method
investment,
net of tax 133 (5,115) (5,005) (11,745)
Depreciation
and
amortization 46,874 50,334 91,752 98,787
Share-based
compensation 11,520 10,848 20,068 19,930
Transaction,
integration,
and other
charges 5,092 3,980 11,724 3,339
Long-lived
asset
impairments
and other
charges 3,242 851 3,609 871
Goodwill
impairment 54,839 -- 54,839 --
------- ------ ------- -------
Adjusted EBITDA $ 76,844 $79,783 $140,201 $151,166
======= ====== ======= =======
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 Operating (loss) income to
Adjusted EBITDA by segment:
Three months ended June 30, 2026
---------------------------------------------------------------------------------
Technology & Gaming & Health & Cybersecurity &
Shopping Entertainment Wellness Martech Corporate Total
------------ ------------- --------- ----------------- --------- -----------
Revenues $ 76,757 $ 46,619 $ 94,658 $ 68,704 $ -- $286,738
Operating
(loss) income $ (3,306) $ 9,017 $(42,291) $ 13,378 $(21,521) $(44,723)
Depreciation
and
amortization 20,500 3,385 13,440 9,372 177 46,874
Share-based
compensation 1,681 658 2,095 1,366 5,720 11,520
Transaction,
integration,
and other
charges 897 177 378 (656) 4,296 5,092
Long-lived
asset
impairments
and other
charges 66 1,302 1,734 140 -- 3,242
Goodwill
impairment -- -- 54,839 -- -- 54,839
------- ------------ ------- ------- ---- ------- -------
Adjusted EBITDA $ 19,838 $ 14,539 $ 30,195 $ 23,600 $(11,328) $ 76,844
======= ============ ======= ======= ==== ======= =======
Three months ended June 30, 2025
-------------------------------------------------------------------------------
Technology & Gaming & Health & Cybersecurity & Corporate
Shopping Entertainment Wellness Martech (1) Total
------------ ------------- ---------- --------------- --------- ----------
Revenues $ 80,776 $ 46,226 $ 99,452 $ 68,349 $ -- $294,803
Operating
(loss)
income $ (7,944) $ 11,255 $ 16,018 $ 12,235 $(17,794) $ 13,770
Depreciation
and
amortization 23,049 3,054 14,371 9,821 39 50,334
Share-based
compensation 1,437 449 1,626 1,135 6,201 10,848
Transaction,
integration,
and other
charges 1,720 331 771 79 1,079 3,980
Long-lived
asset
impairments
and other
charges 4 100 653 99 (5) 851
------- ------------ ------ ---- --------- ------- -------
Adjusted
EBITDA $ 18,266 $ 15,189 $ 33,439 $ 23,369 $(10,480) $ 79,783
======= ============ ====== ==== ========= ======= =======
______________________________________________________
(1) Includes certain allocated overhead expenses previously reported in the
Connectivity reportable segment.
Figures above are net of inter-segment revenues and operating costs and
expenses.
ZIFF DAVIS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
The following tables set forth a reconciliation of Net
(loss) income from continuing operations to Adjusted net
income with adjustments presented on after-tax basis:
Three months ended June 30,
------------------------------------------
Per
diluted
share Per diluted
2026 (1) 2025 share (1)
------- ------- ------ ------------
Net (loss)
income from
continuing
operations $(52,153) $(1.43) $14,308 $ 0.34
Interest, net 75 -- 61 --
Gain on
investments,
net -- -- (4,340) (0.10)
Income from
equity
method
investment,
net 133 -- (5,115) (0.13)
Amortization 19,249 0.52 22,397 0.54
Share-based
compensation 9,120 0.25 7,051 0.17
Transaction,
integration,
and other
charges 4,116 0.11 3,045 0.07
Long-lived
asset
impairment
and other
charges 2,468 0.07 676 0.02
Goodwill
impairment 54,839 1.49 -- --
------- ------
Adjusted net
income $ 37,847 $ 1.03 $38,083 $ 0.91
======= ======
Six months ended June 30,
-------------------------------------------
Per
diluted
share Per diluted
2026 (1) 2025 share (1)
------- ------- ------- ------------
Net (loss)
income from
continuing
operations $(52,928) $(1.43) $ 24,120 $ 0.57
Interest, net 170 -- 122 --
Gain on
investments,
net -- -- (4,340) (0.10)
Income from
equity
method
investment,
net (5,005) (0.13) (11,745) (0.29)
Amortization 38,812 1.04 43,504 1.03
Share-based
compensation 16,710 0.45 16,277 0.39
Transaction,
integration,
and other
charges 10,021 0.27 2,438 0.06
Long-lived
asset
impairment
and other
charges 2,774 0.07 703 0.02
Goodwill
impairment 54,839 1.47 -- --
------- -------
Adjusted net
income $ 65,393 $ 1.75 $ 71,079 $ 1.68
======= =======
______________________________________________________
(1) The reconciliation of Net (loss) income from continuing operations per
diluted share to Adjusted net income per diluted share may not foot
since each is calculated independently.
ZIFF DAVIS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)
The following are the adjustments to certain statement of operations items used to derive Adjusted net income, which we believe provide useful information
about our operating results and enhance the overall understanding of past financial performance and future prospects of the Company.
Three months ended June 30, 2026
-----------------------------------------------------------------------------------------------------------------------------------------
Adjustments
---------------------------------------------------------------------------------------------------------------
(Income) loss
from equity Long-lived
method Transaction, asset Adjusted
GAAP investments, Share-based integration, and impairments and Goodwill non-GAAP
amount Interest, net net Amortization compensation other charges other charges impairment amount
---------- ------------- ------------- ---------------- ---------------- ---------------- --------------- ---------- ------------
Direct costs $ (45,711) $ -- $ -- $ -- $ 81 $ 122 $ -- $ -- $ (45,508)
Sales and
marketing $(122,172) -- -- -- 1,444 771 -- -- $(119,957)
Research,
development,
and
engineering $ (14,369) -- -- -- 980 479 -- -- $ (12,910)
General,
administrative,
and other
related costs $ (47,496) -- -- -- 9,015 3,722 3,242 -- $ (31,517)
Depreciation and
amortization $ (46,874) -- -- 25,769 -- -- -- -- $ (21,105)
Goodwill
impairment $ (54,839) -- -- -- -- -- -- 54,839 $ --
Interest
expense, net $ (5,770) 100 -- -- -- -- -- -- $ (5,670)
Other loss, net $ (586) -- -- -- -- 281 -- -- $ (305)
Income tax
expense (1) $ (941) (25) -- (6,520) (2,400) (1,259) (774) -- $ (11,919)
Income from
equity method
investment, net
of tax $ (133) -- 133 -- -- -- -- -- $ --
---- --- ------------ ------- --- ------- --- ------- --- ------ --- ---------
Total non-GAAP
adjustments $ 75 $ 133 $ 19,249 $ 9,120 $ 4,116 $ 2,468 $ 54,839
==== === ============ ======= === ======= === ======= === ====== === =========
______________________________________________________
(1) Adjusted effective tax rate was approximately 23.9% for the three months
ended June 30, 2026. The calculation is based on a ratio where the
numerator is the adjusted income tax expense of $11,919 and the
denominator is $49,766, which equals adjusted net income of $37,847 plus
adjusted income tax expense.
ZIFF DAVIS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)
Three months ended June 30, 2025
--------------------------------------------------------------------------------------------------------------------------------------------------
Adjustments
------------------------------------------------------------------------------------------------------------------------
(Income) loss
from equity Long-lived
(Gain) loss on method Transaction, asset Adjusted
GAAP investments, investments, Share-based integration, and impairments and non-GAAP
amount Interest, net net net Amortization compensation other charges other charges amount
---------- ------------- ---------------- ---------------- ---------------- ---------------- ---------------- --------------- ------------
Direct costs $ (40,663) $ -- $ -- $ -- $ -- $ 46 $ (3) $ -- $ (40,620)
Sales and
marketing $(127,044) -- -- -- -- 1,062 1,240 -- $(124,742)
Research,
development,
and
engineering $ (14,197) -- -- -- -- 810 288 -- $ (13,099)
General,
administrative,
and other
related costs $ (48,794) -- -- -- -- 8,930 2,455 851 $ (36,558)
Depreciation and
amortization $ (50,335) -- -- -- 29,727 -- -- -- $ (20,608)
Interest
expense, net $ (6,584) 82 -- -- -- -- -- -- $ (6,502)
Gain on
investments,
net $ 4,340 -- (4,340) -- -- -- -- -- $ --
Other loss, net $ (2,402) -- -- -- -- -- -- -- $ (2,402)
Income tax
expense (1) $ 69 (21) -- -- (7,330) (3,797) (935) (175) $ (12,189)
Income from
equity method
investment, net
of tax $ 5,115 -- -- (5,115) -- -- -- -- $ --
---- --- ------- --- ------- ------- --- ------- --- ------ ---- ----- ----
Total non-GAAP
adjustments $ 61 $ (4,340) $ (5,115) $ 22,397 $ 7,051 $ 3,045 $ 676
==== === ======= ======= ======= === ======= === ====== ==== ===== ====
______________________________________________________
(1) Adjusted effective tax rate was approximately 24.2% for the three months
ended June 30, 2025. The calculation is based on a ratio where the
numerator is the adjusted income tax expense of $12,189 and the
denominator is $50,272, which equals adjusted net income of $38,083 plus
adjusted income tax expense.
ZIFF DAVIS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)
Six months ended June 30, 2026
--------------------------------------------------------------------------------------------------------------------------------------------
Adjustments
------------------------------------------------------------------------------------------------------------------
(Income) loss
from equity Long-lived
method Transaction, asset Adjusted
GAAP investments, Share-based integration, and impairments and Goodwill non- GAAP
amount Interest, net net Amortization compensation other charges other charges impairment amount
---------- ------------- ---------------- ---------------- ---------------- ---------------- --------------- ---------- ------------
Direct costs $ (90,028) $ -- $ -- $ -- $ 133 $ 212 $ -- $ -- $ (89,683)
Sales and
marketing $(237,405) -- -- -- 2,433 2,246 -- -- $(232,726)
Research,
development,
and
engineering $ (28,006) -- -- -- 1,658 1,310 -- -- $ (25,038)
General,
administrative,
and other
related costs $ (94,140) -- -- -- 15,844 7,961 3,609 -- $ (66,726)
Depreciation and
amortization $ (91,752) -- -- 49,316 -- -- -- -- $ (42,436)
Goodwill
impairment $ (54,839) -- -- -- -- -- -- 54,839 $ --
Interest
expense, net $ (12,666) 226 -- -- -- -- -- -- $ (12,440)
Other income,
net $ 102 -- -- -- -- 515 -- -- $ 617
Income tax
expense (1) $ (3,578) (56) -- (10,504) (3,358) (2,223) (835) -- $ (20,554)
Loss from equity
method
investment,
net $ 5,005 -- (5,005) -- -- -- -- -- $ --
---- --- ------- -------- ------- --- ------- --- ------ --- ---------
Total non-GAAP
adjustments $ 170 $ (5,005) $ 38,812 $ 16,710 $ 10,021 $ 2,774 $ 54,839
==== === ======= ======== ======= === ======= === ====== === =========
______________________________________________________
(1) Adjusted effective tax rate was approximately 23.9% for the six months
ended June 30, 2026. The calculation is based on a ratio where the
numerator is the adjusted income tax expense of $20,554 and the
denominator is $85,947, which equals adjusted net income of $65,393 plus
adjusted income tax expense.
ZIFF DAVIS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)
Six months ended June 30, 2025
-----------------------------------------------------------------------------------------------------------------------------------------------
Adjustments
--------------------------------------------------------------------------------------------------------------------
(Income) loss Long-lived
from equity Transaction, asset
(Gain) loss on method integration, impairments Adjusted
GAAP investments, investments, Share-based and other and other non-GAAP
amount Interest, net net net Amortization compensation charges charges amount
---------- ------------- ---------------- --------------- ---------------- ---------------- -------------- -------------- -------------
Direct costs $ (81,064) $ -- $ -- $ -- $ -- $ 98 $ 57 $ -- $ (80,909)
Sales and
marketing $(239,455) -- -- -- -- 1,860 2,143 -- $(235,452)
Research,
development,
and
engineering $ (28,117) -- -- -- -- 1,491 223 -- $ (26,403)
General,
administrative,
and other
related costs $ (91,957) -- -- -- -- 16,481 915 871 $ (73,690)
Depreciation and
amortization $ (98,787) -- -- -- 57,504 -- -- -- $ (41,283)
Interest
expense, net $ (12,778) 163 -- -- -- -- -- -- $ (12,615)
Gain on
investments,
net $ 4,340 -- (4,340) -- -- -- -- -- $ --
Other loss, net $ (3,877) -- -- -- -- -- -- -- $ (3,877)
Income tax
expense (1) $ (3,549) (41) -- -- (14,000) (3,653) (900) (168) $ (22,311)
Income from
equity method
investment,
net $ 11,745 -- -- (11,745) -- -- -- -- $ --
---- --- ------- --- ------- ---- -------- ------- --- ----- ------ ---- -------
Total non-GAAP
adjustments $ 122 $ (4,340) $(11,745) $ 43,504 $ 16,277 $2,438 $ 703
==== === ======= ======= ==== ======== ======= === ===== ====== ==== =======
______________________________________________________
(1) Adjusted effective tax rate was approximately 23.9% for the six months
ended June 30, 2025. The calculation is based on a ratio where the
numerator is the adjusted income tax expense of $22,311 and the
denominator is $93,390, which equals adjusted net income of $71,079 plus
adjusted income tax expense.
ZIFF DAVIS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)
The following tables set forth a reconciliation of Net
cash provided by operating activities from continuing and
discontinued operations to Free cash flow from continuing
and discontinued operations:
2026 Q1 Q2 Q3 Q4 Full Year
------------- --------- --------- --- --- -----------
Net cash
provided by
operating
activities
from
continuing
and
discontinued
operations $ 29,953 $ 88,963 $-- $-- $118,916
Less:
Purchases of
property and
equipment (33,127) (34,999) -- -- (68,126)
------- ------- -------
Free cash
flow from
continuing
and
discontinued
operations $ (3,174) $ 53,964 $-- $-- $ 50,790
======= ======= =======
2025 Q1 Q2 Q3 Q4 Full Year
------------- --------- --------- --------- --------- ------------
Net cash
provided by
operating
activities
from
continuing
and
discontinued
operations $ 20,613 $ 57,074 $138,299 $191,082 $ 407,068
Less:
Purchases of
property and
equipment (25,619) (30,133) (30,136) (33,310) (119,198)
------- ------- ------- ------- --------
Free cash
flow from
continuing
and
discontinued
operations $ (5,006) $ 26,941 $108,163 $157,772 $ 287,870
======= ======= ======= ======= ========
View source version on businesswire.com: https://www.businesswire.com/news/home/20260806819569/en/
CONTACT: Investor Relations
Ziff Davis, Inc.
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Ziff Davis, Inc.
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