What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-08-09 compared with 2022-05-10 · 529 added, 246 removed, 914 unchanged (46% of the section changed)

4 unchanged sentences

(Unaudited, in thousands except share and per share data)

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Cash and cash equivalents $ 648,290 $ 694,842

27 unchanged sentences

Liability for uncertain tax positions 43,597 42,546

Deferred income taxes, noncurrent 91,211 108,982

Deferred income taxes 88,217 108,982

Other long-term liabilities 34,788 37,542

11 unchanged sentences

Authorized 95,000,000 ;

total issued and outstanding 46,952,300 and 47,440,137 shares at March 31, 2022 and December 31, 2021, respectively.

total issued and outstanding 47,191,337 and 47,440,137 shares at June 30, 2022 and December 31, 2021, respectively.

Additional paid-in capital 426,104 509,122

8 unchanged sentences

(Unaudited, in thousands except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Total revenues $ 337,356 $ 341,293 $ 652,424 $ 652,950

9 unchanged sentences

101,967 111,698 204,184 224,996

Goodwill impairment on business — 32,629 — 32,629

Total operating expenses 245,465 282,453 483,871 523,377

2 unchanged sentences

Gain on sale of businesses — 823 — 2,802

Unrealized gain on short-term investments 8,951 —

Other income, net 2,399 243

Income from continuing operations before income taxes and (loss) income from equity method investment, net 30,402 7,626

Unrealized loss on short-term investments ( 27,317 ) — ( 18,366 ) —

Loss on investments, net ( 48,243 ) ( 16,677 ) ( 48,243 ) ( 16,677 )

Other income (loss), net 6,345 ( 816 ) 8,744 ( 573 )

(Loss) income from continuing operations before income taxes and (loss) income from equity method investment, net ( 30,284 ) ( 27,628 ) 118 ( 20,002 )

Income tax expense (benefit) 10,051 ( 10,334 ) 15,131 ( 17,218 )

(Loss) income from equity method investment, net ( 6,101 ) ( 5,751 ) ( 6,886 ) 18,519

Net income from continuing operations 24,537 38,780

Net (loss) income from continuing operations ( 46,436 ) ( 23,045 ) ( 21,899 ) 15,735

Income from discontinued operations, net of income taxes — 38,762 — 77,905

Net income $ 24,537 $ 77,922

Net income per common share from continuing operations:

Net (loss) income $ ( 46,436 ) $ 15,717 $ ( 21,899 ) $ 93,640

Net (loss) income per common share from continuing operations:

Basic $ ( 0.99 ) $ ( 0.52 ) $ ( 0.47 ) $ 0.35

1 unchanged sentence

Net income per common share from discontinued operations:

Basic $ — $ 0.87 $ — $ 1.75

Diluted $ — $ 0.87 $ — $ 1.65

Net income per common share:

Net (loss) income per common share:

Basic $ ( 0.99 ) $ 0.35 $ ( 0.47 ) $ 2.10

12 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited, in thousands)

Three Months Ended March 31,

Net income $ 24,537 $ 77,922

Other comprehensive loss, net of tax:

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Net (loss) income $ ( 46,436 ) $ 15,717 $ ( 21,899 ) $ 93,640

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustment ( 24,265 ) 3,256 ( 30,530 ) ( 5,168 )

Consensus separation adjustment — — 4,056 —

Other comprehensive loss, net of tax ( 2,209 ) ( 8,424 )

Comprehensive income $ 22,328 $ 69,498

Other comprehensive (loss) income, net of tax ( 24,265 ) 3,256 ( 26,474 ) ( 5,168 )

Comprehensive (loss) income $ ( 70,701 ) $ 18,973 $ ( 48,373 ) $ 88,472

See Notes to Condensed Consolidated Financial Statements (Unaudited)

3 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

Net income $ 24,537 $ 77,922

Adjustments to reconcile net income to net cash provided by operating activities:

Net (loss) income $ ( 21,899 ) $ 93,640

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization 118,943 130,226

4 unchanged sentences

Deferred income taxes, net ( 10,266 ) ( 11,853 )

Loss on extinguishment of debt 1,220 —

Gain on extinguishment of debt, net ( 1,393 ) —

Gain on sale of businesses — ( 2,802 )

Lease asset impairments and other charges 168 7,829

Goodwill impairment on business — 32,629

Changes in fair value of contingent consideration ( 9 ) 562

1 unchanged sentence

Loss (income) from equity method investments 6,886 ( 18,519 )

Unrealized gain on short-term investments ( 8,951 ) —

Unrealized loss on short-term investments 18,366 —

Loss on investments, net 48,243 16,677

Decrease (increase) in:

13 unchanged sentences

Cash flows from investing activities:

Proceeds from sale of available-for-sale investments — 663

Investment in available-for-sale securities ( 15,000 ) —

Purchases of equity method investment — ( 11,053 )

3 unchanged sentences

Acquisition of businesses, net of cash received ( 92,425 ) ( 89,489 )

Purchases of intangible assets — ( 8 )

Net cash used in investing activities ( 161,301 ) ( 152,611 )

1 unchanged sentence

Payment of debt ( 72,853 ) ( 2,802 )

Proceeds from term loan 89,991 2,811

Debt extinguishment costs ( 756 ) —

Repurchase of common stock ( 76,345 ) ( 22,934 )

Issuance of common stock under employee stock purchase plan 5,235 4,232

Exercise of stock options 148 1,331

14 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three and Six Months Ended June 30, 2021 and 2022

(Unaudited, in thousands, except share amounts)

Three months ended March 31, 2021

Three Months Ended June 30, 2021

Common stock Additional

2 unchanged sentences

Shares Amount capital earnings loss Equity

Balance, April 1, 2021 44,489,399 $ 445 $ 455,625 $ 882,071 $ ( 63,230 ) $ 1,274,911

Net income — — — 15,717 — 15,717

Other comprehensive income, net of tax expense of zero

— — — — 3,256 3,256

Exercise of stock options 30,234 — 887 — — 887

Issuance of shares under employee stock purchase plan 58,145 1 4,231 — — 4,232

Exercise of 3.25 % Convertible Note

19,033 — — — — —

Issuance of restricted stock, net 198,579 2 ( 2 ) — — —

Repurchase and retirement of common stock ( 87,155 ) ( 1 ) ( 5,570 ) ( 5,183 ) — ( 10,754 )

Share based compensation — — 6,251 — — 6,251

Balance, June 30, 2021 44,708,235 $ 447 $ 461,422 $ 892,605 $ ( 59,974 ) $ 1,294,500

Three Months Ended June 30, 2022

Common stock Additional

paid-in Retained other comprehensive Total

Stockholders’

Shares Amount capital earnings loss Equity

Balance, April 1, 2022 46,952,300 $ 470 $ 415,653 $ 1,508,802 $ ( 59,431 ) $ 1,865,494

Net loss — — — ( 46,436 ) — ( 46,436 )

Other comprehensive loss, net of tax expense of zero

— — — — ( 24,265 ) ( 24,265 )

Issuance of shares under employee stock purchase plan 76,741 1 5,234 — — 5,235

Restricted stock issued, net 354,407 3 ( 3 ) — — —

Repurchase and retirement of common stock ( 192,111 ) ( 2 ) ( 2,483 ) ( 11,050 ) — ( 13,535 )

Share based compensation — — 7,703 — — 7,703

Balance, June 30, 2022 47,191,337 $ 472 $ 426,104 $ 1,451,316 $ ( 83,696 ) $ 1,794,196

Six months ended June 30, 2021

Common stock Additional

paid-in Retained other comprehensive Total

Stockholders’

Shares Amount capital earnings loss Equity

Balance, January 1, 2021 44,346,630 $ 443 $ 456,274 $ 809,107 $ ( 54,806 ) $ 1,211,018

Net income — — — 93,640 — 93,640

Other comprehensive loss, net of tax expense of $ 141

Other comprehensive income, net of tax expense of zero

— — — — ( 5,168 ) ( 5,168 )

Exercise of stock options 45,351 1 1,330 — — 1,331

Issuance of shares under employee stock purchase plan 58,145 1 4,231 — — 4,232

Exercise of 3.25 % Convertible Note

19,033 — — — — —

Vested restricted stock 434,518 4 ( 4 ) — — —

2 unchanged sentences

Other, net — — 18 — — 18

Balance, March 31, 2021 44,489,399 $ 445 $ 455,625 $ 882,071 $ ( 63,230 ) $ 1,274,911

Three months ended March 31, 2022

Balance, June 30, 2021 44,708,235 447 461,422 892,605 ( 59,974 ) 1,294,500

Six Months Ended June 30, 2022

Common stock Additional

5 unchanged sentences

— — ( 88,137 ) 23,436 — ( 64,701 )

Net income — — — 24,537 — 24,537

Other comprehensive loss, net of tax expense of $ 0

Net loss — — — ( 21,899 ) — ( 21,899 )

Other comprehensive loss, net of tax expense of zero

— — — — ( 30,530 ) ( 30,530 )

Exercise of stock options 5,439 — 148 — — 148

Vested restricted stock 101,385 1 ( 1 ) — — —

Issuance of shares under employee stock purchase plan 76,741 1 5,234 — — 5,235

Restricted stock issued, net 455,792 4 ( 4 ) — — —

Repurchase and retirement of common stock ( 786,772 ) ( 7 ) ( 14,663 ) ( 61,675 ) — ( 76,345 )

2 unchanged sentences

Other, net — — ( 16 ) 11 — ( 5 )

Balance, March 31, 2022 46,952,300 $ 470 $ 415,653 $ 1,508,802 $ ( 59,431 ) $ 1,865,494

Balance, June 30, 2022 47,191,337 $ 472 $ 426,104 $ 1,451,316 $ ( 83,696 ) $ 1,794,196

See Notes to Condensed Consolidated Financial Statements (Unaudited)

27 unchanged sentences

The Company’s stockholders of record received one share of Consensus common stock for every three shares of J2 Global’s common stock.

Ziff Davis, Inc., formerly J2 Global, Inc., retained a 19.9 % interest in Consensus following the Separation (the “Retained Consensus Shares”).

Ziff Davis, Inc., formerly J2 Global, Inc., retained a 19.9 % interest in Consensus following the Separation (the “Investment in Consensus”).

The accounting requirements for reporting the Company’s cloud fax business as a discontinued operation were met when the Separation was completed.

1 unchanged sentence

Ziff Davis did not retain a controlling interest in Consensus.

The Retained Consensus Shares are equity securities for which the Company elected the fair value option and subsequent fair value changes in the Retained Consensus Shares are included in the assets of and results from continuing operations.

Refer to Note 4 - Investments and Note 5 - Discontinued Operations for additional information.

On June 9, 2022, certain selling shareholders of Consensus executed an underwritten public offering pursuant to a registration statement filed by Consensus with the SEC for 2,000,000 shares of its common stock (including a 30 -day option for the underwriters to purchase from the selling shareholders an additional 300,000 shares at the public offering price less the underwriting discount).

On June 10, 2022, the Company entered into a Fifth Amendment to its existing Credit Agreement, providing for the issuance of a senior secured term loan under the Credit Agreement (the “Term Loan Facility”), in an aggregate principal amount of approximately $ 90.0 million.

During the three months ended June 30, 2022, the Company completed an exchange of 2,300,000 shares of its common stock of Consensus (the “Disposed Consensus Shares”) with the selling shareholders to settle the Company’s obligation to repay the $ 90.0 million outstanding aggregate principal amount of the Term Loan Facility plus related interest (the “Debt-for-Equity Exchange”) and the corresponding underwriting fees.

Refer to Note 8 -

ZIFF DAVIS, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Debt for further discussion.

As of June 30, 2022, the Company continues to hold 1.7 million shares of common stock of Consensus (the “Retained Consensus Shares”).

The Investment in Consensus represents the investment into equity securities for which the Company elected the fair value option and subsequent fair value changes in the Consensus shares are included in the assets of and results from continuing operations.

Refer to Note 4 - Investments and Note 5 - Discontinued Operations for additional information.

Allowances for Credit Losses

22 unchanged sentences

We account for investments in equity securities in accordance with ASC Topic 321, Investments - Equity Securities (“ASC 321”) , which requires the accounting for equity investments, other than those accounted for under the equity method of accounting, generally be measured at fair value for equity securities with readily determinable fair values.

Equity securities without a readily determinable fair value, which are not accounted for under the equity method of accounting, are measured at their cost, less impairment, if any, and adjusted for observable price changes arising from orderly transactions in the same or similar investment from the same issuer.

Any unrealized gains or losses will be reported in current earnings.

We assess whether an other-than-temporary impairment loss on an investment has occurred due to declines in fair value or other market conditions.

Refer to Note 4 - Investments for additional information.

Equity securities without a readily determinable fair value, which are not accounted for under the equity method of accounting, are measured at

ZIFF DAVIS, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

their cost, less impairment, if any, and adjusted for observable price changes arising from orderly transactions in the same or similar investment from the same issuer.

Any unrealized gains or losses will be reported in current earnings.

We assess whether an other-than-temporary impairment loss on an investment has occurred due to declines in fair value or other market conditions.

Refer to Note 4 - Investments for additional information.

The Retained Consensus Shares are equity securities accounted for at fair value under the fair value option, and the related fair value gains and losses are recognized in earnings.

4 unchanged sentences

The Company evaluates its investments in entities in which it is involved to determine if the entity is a VIE and if so, whether it holds a variable interest and is the primary beneficiary.

The Company has determined that it holds a variable interest in its investment as a limited partner in the OCV Fund I, LP (“OCV Fund”, “OCV” or the “Fund”).

The Company has determined that it holds a variable interest in its investment as a limited partner in the OCV Fund I, LP (“OCV Fund”, “OCV” or the “Fund”) and in Group Black, Inc.

(“Group Black”).

In determining whether the Company is deemed to be the primary beneficiary of the VIE, both of the following characteristics must be present:

4 unchanged sentences

As a result, the Company has concluded that it will not consolidate OCV, as it is not the primary beneficiary of the OCV Fund, and will account for this investment under the equity-method of accounting (see Note 4 - Investments ).

OCV qualifies as an investment company under ASC 946 - Financial Services, Investment Companies (“ASC 946”).

OCV qualifies as an investment company under ASC Topic 946, Financial Services, Investment Companies (“ASC 946”).

Under ASC Topic 323, Investments - Equity Method and Joint Ventures, an investor that holds investments that qualify for specialized industry accounting for investment companies in accordance with ASC 946 should record its share of the earnings or losses, realized or unrealized, as reported by its equity method investees in the Condensed Consolidated Statements of Operations.

1 unchanged sentence

If the Company becomes aware of a significant decline in value that is other-than-temporary, the loss will be recorded in the period in which the Company identifies the decline.

Ziff Davis has variable interests in Group Black.

Group Black is a limited partnership and is managed by its Board of Directors.

As of June 30, 2022, the Company does not have voting rights in the investee and lacks the power and the ability to control or direct the significant economic operations of the investee.

Ziff Davis is not a primary beneficiary and does not consolidate the entity under either the VIE model or the voting interest (“VOE”) model.

Refer to Note 4 - Investments for additional detail.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Impairment or Disposal of Long-Lived Assets

The Company accounts for long-lived assets, which include property and equipment, operating lease right-of-use assets and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with the provisions of FASB ASC Topic.

360, Property, Plant, and Equipment (“ASC 360”), which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

1 unchanged sentence

If it is determined that the asset may not be recoverable, and if the carrying amount of an asset exceeds its estimated fair value, an impairment charge is recognized to the extent of the difference.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

The Company assesses the impairment of identifiable definite-lived intangibles and long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

7 unchanged sentences

The Company assessed whether events or changes in circumstances have occurred that potentially indicate the carrying amount of definite-lived assets may not be recoverable.

During the three months ended March 31, 2022, we did not have any events or circumstances indicating impairment of long-lived assets.

During the three months ended March 31, 2021, Ziff Davis did not have any lease impairments.

The Company classifies its long-lived assets to be sold as held for sale in the period (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

During the six months ended June 30, 2022, the Company did not have any events or circumstances indicating impairment of long-lived assets.

During the three and six months ended June 30, 2022, Ziff Davis recorded an impairment of certain operating right-of use assets in the amount of $ 0.2 million.

During the six months ended June 30, 2021, the Company recorded impairments of $ 7.8 million associated with its sublease tenants in default as a result of the economic effects of COVID-19.

The impairment is presented in general and administrative expense on the Condensed Consolidated Statement of Operations.

The Company classifies its long-lived assets to be sold as held for sale in the period (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable and the transfer is expected to qualify for recognition as a sale within one year, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The Company initially measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell.

3 unchanged sentences

The Company assesses the fair value of a long-lived asset less any costs to sell at each reporting period and until the asset is no longer classified as held for sale.

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Business Combinations and Valuation of Goodwill and Intangible Assets

5 unchanged sentences

Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination.

2 unchanged sentences

Intangible assets subject to amortization are amortized over the period of estimated economic benefit ranging from one to twenty years and are included in general and administrative expenses on the Condensed Consolidated Statements of Operations.

The Company evaluates its goodwill and indefinite-lived intangible assets for impairment pursuant to FASB ASC Topic No.

The Company evaluates its goodwill and indefinite-lived intangible assets for impairment pursuant to ASC Topic No.

350, Intangibles - Goodwill and Other (“ASC 350”), which provides that goodwill and other intangible assets with indefinite lives are not amortized but tested annually for impairment or more frequently if the Company believes indicators of impairment exist.

4 unchanged sentences

If the carrying value of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized for the difference.

No impairments to goodwill or other intangible assets were recorded during the three months ended March 31, 2022 and 2021, respectively.

In the second quarter of 2021, the Company recorded an impairment to goodwill associated with the plan to sell the Company’s B2B Backup business.

No impairments to goodwill or other intangible assets were recorded during the six months ended June 30, 2022.

Contingent Consideration

7 unchanged sentences

The contingent earn-out payments are not affected by employment termination.

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

The Company measures its contingent earn-out liabilities in connection with acquisitions at fair value on a recurring basis using significant unobservable inputs classified within Level 3 of the fair value hierarchy (see Note 6 - Fair Value Measurements ).

7 unchanged sentences

Changes in the estimated fair value of its contingent earn-out liabilities and adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in general and administrative expenses on the Condensed Consolidated Statements of Operations.

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

The Company’s income is subject to taxation in both the U.S.

6 unchanged sentences

The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate.

The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities are recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities.

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities.

ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the net deferred tax assets will not be realized.

8 unchanged sentences

The Company recognizes accrued interest and penalties related to uncertain income tax positions in income tax expense on its Condensed Consolidated Statements of Operations.

In addition, on March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (“CARES”) Act” was enacted into law providing for changes to various tax laws that impact business.

The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property.

The CARES Act also appropriated funds for the Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19.

The Company did not seek to borrow any funds under the program.

The Company does not believe these provisions have a significant impact to our current and deferred income tax balances.

The Company will benefit from the technical correction to tax depreciation related to qualified improvement property and has elected to defer income tax payments and employer side social security payments where eligible.

Share-Based Compensation

We account for share-based awards to employees and non-employees in accordance with the provisions of ASC Topic 718, Compensation - Stock Compensation (“ASC 718”), which requires compensation cost, measured at the grant date fair value, to be recognized over the employee’s requisite service period using the straight-line method.

The measurement of share-based compensation expense is based on several criteria, including but not limited to the valuation model used and associated input factors, such as expected term of the award, stock price volatility, risk free interest rate, dividend rate and award cancellation rate.

These inputs are subjective and are determined using management’s judgment.

If differences arise between

ZIFF DAVIS, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

the assumptions used in determining share-based compensation expense and the actual factors, which become known over time, we may change the input factors used in determining future share-based compensation expense.

cancellation rate.

These inputs are subjective and are determined using management’s judgment.

If differences arise between the assumptions used in determining share-based compensation expense and the actual factors, which become known over time, we may change the input factors used in determining future share-based compensation expense.

Any such changes could materially impact the results of operations in the period in which the changes are made and in periods thereafter.

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Recently issued applicable accounting pronouncements not yet adopted

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers .

This update requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606.

This update is effective for fiscal years and interim periods within those fiscal periods beginning after December 15, 2022, with early adoption permitted, including in interim periods.

This update should be applied prospectively.

We are currently evaluating the effect the adoption of this update will have on our condensed consolidated financial statements and related disclosures.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting .

This update provides for optional financial reporting alternatives to reduce cost and complexities associated with accounting for contracts, hedging relationships, and other transactions affected by reference rate reform.

This update applies only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.

This update applies only to contracts, hedging relationships, and other transactions that reference London Interbank Offer Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform.

The accommodations are available for all entities through December 31, 2022, with early adoption permitted.

We are currently evaluating the effect the adoption of this update will have on our consolidated financial statements and related disclosures.

We are currently evaluating the effect the adoption of this update will have on our condensed consolidated financial statements and related disclosures.

Recently adopted accounting pronouncements

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

In October 2021, the FASB issued Accounting Standards Update (“ASU 2021-08”), Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.

This update requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606.

This update is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2022, with early adoption permitted, including in interim periods.

The Company early adopted ASU 2021-08 during the second quarter of 2022.

An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application.

Therefore, the adoption of ASU 2021-08 was applied retrospectively to January 1, 2022.

The adoption of ASU 2021-08 did not have a material impact on our condensed consolidated financial statements and related disclosures.

Reclassifications

3 unchanged sentences

Revenue is earned from the delivery of advertising services on websites that are owned and operated by us and on those websites that are part of Digital Media’s advertising network.

Depending on the individual contracts with the customer, revenue for these services are recognized over the contract period when any of the following performance obligations are satisfied:

Depending on the individual contracts with the customer, revenue for these services is recognized over the contract period when any of the following performance obligations are satisfied:

(i) when an advertisement is placed for viewing, (ii) when a qualified sales lead is delivered, (iii) when a visitor “clicks through” on an advertisement or (iv) when commissions are earned upon the sale of an advertised product.

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Hardware product and related software performance obligations, such as an operating system or firmware, are highly interdependent and interrelated and are accounted for as a bundled performance obligation.

The revenues for this bundled performance obligation are generally recognized at the point in time that the hardware and software products are delivered and ownership is transferred to the customer.

The revenues for this bundled performance obligation are generally

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

recognized at the point in time that the hardware and software products are delivered and ownership is transferred to the customer.

Other service revenues are generally recognized over time as the services are performed.

3 unchanged sentences

The Company records revenue on a net basis with respect to revenue paid to the Company by certain third-party advertising networks who serve online display and video advertising across the Company’s owned-and-operated web properties and certain third-party sites.

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Cybersecurity and Martech

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The Company records revenue on a gross basis with respect to reseller revenue because the Company has control of the specified good or service prior to transferring control to the customer.

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Revenues from external customers classified by revenue source are as follows (in thousands).

See Note 14 - Segment Information for additional information.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Digital Media

3 unchanged sentences

58,901 48,299 114,477 93,924

10,601 7,293 19,785 11,253

Total Digital Media revenues $ 258,700 $ 253,977 $ 493,527 $ 480,850

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Total Cybersecurity and Martech revenues $ 78,910 $ 87,608 $ 159,404 $ 172,510

Corporate $ — $ —

Elimination of inter-segment revenues ( 254 ) ( 292 ) ( 507 ) ( 410 )

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Total $ 337,356 $ 341,293 $ 652,424 $ 652,950

(1) During the three months ended March 31, 2021, the Company reclassified approximately $ 3.2 million of revenue from ‘Subscription’ to ‘Advertising’ and reclassified approximately $ 2.1 million of revenue from ‘Subscription ’ to ‘Other’ to conform with current period presentation.

(1) During the three and six months ended June 30, 2021, the Company reclassified approximately $ 1.5 million and $ 4.7 million of revenue from ‘Subscription’ to ‘Advertising’ and reclassified approximately $ 4.4 million and $ 6.5 million of revenue from ‘Subscription’ to ‘Other’ to conform with current period presentation.

These reclassifications were made in order to separate games publishing revenue from traditional advertising revenue and to move job posting related revenue from subscriptions to advertising.

The Company has recorded $ 73.1 million and $ 66.5 million of revenue for the three months ended March 31, 2022 and 2021, respectively, which was previously included in the deferred revenue balance as of the beginning of each respective year.

As of March 31, 2022 and December 31, 2021, the Company acquired $ 1.7 million and $ 9.5 million respectively, of deferred revenue in connection with the Company’s business acquisitions, which are subject to purchase accounting adjustments, as appropriate.

The Company has recorded $ 49.8 million and $ 46.2 million of revenue for the three months ended June 30, 2022 and 2021, respectively, and $ 122.7 million and $ 112.7 million of revenue for the six months ended June 30, 2022 and 2021, respectively, which was previously included in the deferred revenue balance as of the beginning of each respective year.

As of June 30, 2022 and December 31, 2021, the Company acquired $ 19.3 million and $ 9.5 million respectively, of deferred revenue in connection with the Company’s business acquisitions, which are subject to purchase accounting adjustments, as appropriate.

Refer to Note 3 - Business Acquisitions for details.

Performance Obligations

We are often a party to multiple concurrent contracts with the same customer, or a party related to that customer.

These situations require judgment to determine if those arrangements should be accounted for as a single contract.

Consideration of both the form and the substance of the arrangement is required.

The Company’s contracts with customers may include multiple performance obligations, including complex contracts when advertising and licensing services are sold together.

We determine the transaction price based on the amount to which we expect to be entitled in exchange for services provided.

We include any fixed consideration within our contracts as part of the total transaction price.

Our contracts occasionally contain some component of variable consideration, which is often immaterial and estimated.

We do not include taxes assessed by a governmental authority that are (i) both imposed on and concurrent with a specific revenue-producing transaction and (ii) collected by us from the customer.

The transaction price is allocated to each performance obligation based on its relative standalone selling price, which is determined at contract inception.

In these instances, the Company determines its standalone selling prices based on the prices at which the Company separately sells each service.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Performance Obligations

The Company’s contracts with customers may include multiple performance obligations.

For such arrangements, revenues are allocated to each performance obligation based on its relative standalone selling price

The Company satisfies its performance obligations within the Digital Media business upon delivery of services to its customers.

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• Security solutions, including email and endpoint are provided

The Company has concluded the best measure of progress toward the complete satisfaction of the performance obligation over time is a time-based measure.

The Company recognizes revenue on a straight-line basis throughout the subscription period, or as usage occurs, and believes that the method used is a faithful depiction of the transfer of goods and services.

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

The Company has concluded the best measure of progress toward the complete satisfaction of the performance obligation over time is a time-based measure.

Performance Obligations Satisfied at a Point in Time

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The Company believes that this method is a faithful depiction of the transfer of goods and services.

Transaction Price Allocation to Future Performance Obligations

As of June 30, 2022, the aggregate amount of transaction price that is allocated to our performance obligations was approximately $ 27.5 million and is expected to be recognized as follows:

34 % by December 31, 2022, 65 % by December 31, 2023 and the rest thereafter.

The amount disclosed does not include revenues related to performance obligations that are part of a contract with original expected duration of 12 months or less or portions of the contract that remain subject to cancellations.

Business Acquisitions

The Company uses acquisitions as a strategy to grow its customer base by increasing its presence in new and existing markets, expand and diversify its service offerings, enhance its technology, and acquire skilled personnel.

The Company completed the following acquisitions during the three months ended March 31, 2022, paying the purchase price in cash in each transaction:

The Company completed the following acquisitions during the six months ended June 30, 2022, paying the purchase price in cash in each transaction:

(a) a share purchase of Lifecycle Marketing Group Limited, acquired on January 21, 2022, a United Kingdom-based portfolio of pregnancy and parenting brands, including Emma’s Diary and Health Professional Academy, reported within our Digital Media segment;

and (b) two immaterial Digital Media acquisitions.

The Condensed Consolidated Statement of Operations since the date of each acquisition and the Condensed Consolidated Balance Sheets as of March 31, 2022, reflect the results of operations of all 2022 acquisitions.

For the three months ended March 31, 2022, these acquisitions contributed $ 2.1 million to the Company’s revenues.

(b) a share purchase of FitNow, Inc, acquired on June 2, 2022, a Massachusetts-based provider of weight loss products and support, reported within our Digital Media segment;

and (c) two immaterial Digital Media acquisitions.

The Condensed Consolidated Statement of Operations since the date of each acquisition and the Condensed Consolidated Balance Sheets as of June 30, 2022, reflect the results of operations of all 2022 acquisitions.

For the six months ended June 30, 2022, these acquisitions contributed $ 7.4 million to the Company’s revenues.

Net income contributed by these acquisitions was not separately identifiable due to the Company’s integration activities and is impracticable to provide.

Total consideration for these transactions was $ 107.1 million net of cash acquired and assumed liabilities and is subject to certain post-closing adjustments which may increase or decrease the final consideration paid.

The following table summarizes the allocation of the purchase consideration for all 2022 acquisitions (in thousands):

2022 Acquisitions

The following table summarizes the preliminary allocation of the purchase consideration for all acquisitions as of June 30, 2022 (in thousands):

Assets and Liabilities 2022 Acquisitions

Accounts receivable $ 6,703

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Deferred tax liability ( 10,485 )

Other long-term liabilities ( 326 )

Total $ 107,140

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

The initial accounting for all of the 2022 acquisitions is incomplete due to timing of available information and is subject to change.

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The Company did not acquire any other classes of receivables as a result of its acquisitions.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and represents intangible assets that do not qualify for separate recognition.

Goodwill recognized associated with these acquisitions during the three months ended March 31, 2022 was $ 24.2 million, of which $ 2.2 million is expected to be deductible for income tax purposes.

During the three months ended March 31, 2022, the purchase price accounting has been finalized for an immaterial Digital Media acquisition that was acquired in 2021.

During the three months ended March 31, 2022, the Company also recorded adjustments to the initial working capital and to the purchase accounting of certain other prior period acquisitions due to the finalization of prior period acquisitions in the Digital Media business, which resulted in a net increase in goodwill of $ 2.1 million.

In addition, the Company recorded adjustments to the initial working capital and to the purchase accounting of certain prior period acquisitions due to the finalization of prior period acquisitions in the Cybersecurity and Martech businesses which resulted in a net increase in goodwill of $ 2.0 million.

Such adjustments had an immaterial impact on the amortization expense within the Condensed Consolidated Statement of Operations for the three months ended March 31, 2022.

Goodwill recognized associated with these acquisitions during the six months ended June 30, 2022 was $ 81.7 million, of which $ 1.2 million is expected to be deductible for income tax purposes.

During the six months ended June 30, 2022, the purchase price accounting has been finalized for the following 2021 acquisitions:

DailyOM and SEOmoz.

During the six months ended June 30, 2022, the Company also recorded adjustments to the initial working capital and to the purchase accounting of certain other prior period acquisitions due to the finalization of prior period acquisitions in the Digital Media business, which resulted in a net increase in goodwill of $ 1.8 million.

Such adjustments had an immaterial impact on the amortization expense within the Condensed Consolidated Statement of Operations for the six months ended June 30, 2022.

Refer to Note 7 - Goodwill and Intangible Assets for additional information.

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The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and its 2022 acquisitions as if each acquisition had occurred on January 1, 2021 (in thousands, except per share amounts):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

(unaudited) (unaudited) (unaudited) (unaudited)

Revenues $ 343,275 $ 353,283 $ 668,309 $ 676,929

Net (loss) income from continuing operations $ ( 46,300 ) $ ( 22,941 ) $ ( 21,543 ) $ 15,778

(Loss) income per common share from continuing operations - Basic $ ( 0.99 ) $ ( 0.51 ) $ ( 0.46 ) $ 0.35

(Loss) income per common share from continuing operations - Diluted $ ( 0.99 ) $ ( 0.51 ) $ ( 0.46 ) $ 0.33

The Company completed the following acquisitions during the six months ended June 30, 2021, paying the purchase price in cash in each transaction:

(a) an asset purchase of DailyOM, acquired on April 30, 2021, a California-based provider of health and wellness digital media, content and learning business;

(b) a share purchase of SEOmoz, acquired on June 4, 2021, a Seattle-based provider of search engine optimization solutions;

and (c) one immaterial Digital Media acquisition.

The Condensed Consolidated Statement of Operations since the date of each acquisition and balance sheet as of June 30, 2021, reflect the results of operations of all 2021 acquisitions.

For the six months ended June 30, 2021, these acquisitions contributed $ 5.8 million to the Company’s revenues.

Net income from continuing operations contributed by these acquisitions was not separately identifiable due to the Company’s integration activities and is impracticable to provide.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

consideration for these transactions was $ 91.0 million, net of cash acquired and assumed liabilities and is subject to certain post-closing adjustments which may increase or decrease the final consideration paid.

The following table summarizes the allocation of the purchase consideration for all acquisitions as of June 30, 2021, including individually material acquisitions noted separately (in thousands):

Assets and Liabilities Valuation

Accounts receivable $ 3,278

Prepaid expenses and other current assets 2,512

Property and equipment 1,838

Operating lease right-of-use assets, noncurrent 5,888

Trade names 10,007

Customer relationship 5,000

Goodwill 55,439

Other intangibles 29,237

Other long-term assets 62

Deferred tax asset 231

Accounts payable and accrued expenses ( 2,656 )

Deferred revenue ( 7,048 )

Operating lease liabilities, current ( 7,191 )

Other current liabilities ( 14 )

Deferred tax liability ( 4,122 )

Other long-term liabilities ( 1,491 )

Total $ 90,970

Unaudited Pro Forma Financial Information for All 2021 Acquisitions

The following unaudited pro forma information is not necessarily indicative of the Company’s consolidated results of income in future periods or the results that actually would have been realized had the Company and the acquired businesses been combined companies during the periods presented.

These pro forma results are estimates and exclude any savings or synergies that would have resulted from these business acquisitions had they occurred on January 1, 2020.

This unaudited pro forma supplemental information includes incremental intangible asset amortization and other charges as a result of the acquisitions, net of the related tax effects.

The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and its acquisitions during the three months and six months ended as June 30, 2021 as if each acquisition had occurred on January 1, 2020 (in thousands, except per share amounts):

Three Months Ended June 30, 2021 Six Months Ended June 30, 2021

(unaudited) (unaudited)

Revenues $ 351,172 $ 680,194

Net income from continuing operations $ 24,815 $ 39,206

EPS - Basic $ 0.53 $ 0.88

EPS - Diluted $ 0.52 $ 0.84

Investments consist of equity securities.

The company does not have available-for-sale investments as of March 31, 2022 and December 31, 2021.

Net (loss) income from continuing operations $ ( 22,156 ) $ 19,456

(Loss) income per common share from continuing operations - Basic $ ( 0.50 ) $ 0.44

(Loss) income per common share from continuing operations - Diluted $ ( 0.50 ) $ 0.41

On June 4, 2021, the Company acquired all the outstanding issued capital of SEOmoz at a purchase consideration of $ 67.0 million, net of cash acquired and assumed liabilities.

SEOmoz is a provider of search engine optimization (“SEO”) solutions.

The Consolidated Statement of Operations since the date of acquisition and balance sheet as of December 31, 2021, reflect the results of operations of SEOmoz.

For both of the three and six months ended June 30, 2021, SEOmoz contributed

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

$ 3.3 million to the Company’s revenues.

Net income from continuing operations contributed by SEOmoz since the acquisition date was not separately identifiable due to the Company’s integration activities and is impracticable to provide.

The following table summarizes the allocation of the purchase consideration for the SEOmoz acquisition (in thousands):

Assets and Liabilities Valuation

Accounts receivable $ 3,278

Prepaid expenses and other current assets 2,512

Property and equipment 1,838

Operating lease right of use asset 5,888

Trade names 7,200

Customer relationships 5,000

Goodwill 41,192

Other intangibles 21,607

Other long-term assets 62

Intercompany 235

Accounts payables and accrued expenses ( 2,656 )

Other current liabilities ( 14 )

Deferred revenue ( 7,048 )

Operating lease liabilities, current ( 7,191 )

Deferred tax liability ( 4,122 )

Other long-term liabilities ( 785 )

Total $ 66,996

The fair value of the assets acquired includes accounts receivable of $ 3.3 million.

The gross amount due under contracts is $ 3.6 million, of which $ 0.3 million is expected to be uncollectible.

The Company did not acquire any other classes of receivables as a result of its acquisitions.

Goodwill recognized in connection with this acquisition during the year ended December 31, 2021 is $ 41.2 million of which zero is expected to be deductible for income tax purposes.

Unaudited Pro Forma Financial Information for SEOmoz Acquisition

The following unaudited pro forma information is not necessarily indicative of the Company’s consolidated results of operations in future periods or the results that actually would have been realized had the Company and the acquired business been combined companies during the periods presented.

These pro forma results are estimates and exclude any savings or synergies that would have resulted from this business acquisition had it occurred on January 1, 2020.

This unaudited pro forma supplemental information includes incremental intangible asset amortization and other charges as a result of the SEOmoz acquisition, net of the related tax effects.

The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and SEOmoz as if the acquisition had occurred on January 1, 2020 (in thousands, except per share amounts):

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Three Months Ended June 30, 2021 Six Months Ended June 30, 2021

(unaudited) (unaudited)

Revenues $ 349,473 $ 673,401

Net (loss) income from continuing operations $ ( 22,247 ) $ 18,767

(Loss) income per common share from continuing operations - Basic $ ( 0.50 ) $ 0.42

(Loss) income per common share from continuing operations - Diluted $ ( 0.50 ) $ 0.40

Investments consist of equity and debt securities.

There were no investments in an unrealized loss position as of June 30, 2022 and December 31, 2021.

Investment in equity securities

The following table summarizes the cumulative gross unrealized gains and losses and fair values for short-term investments accounted for at fair value under the fair value option, with the unrealized gains and losses reported within earnings on the Condensed Consolidated Statements of Operations (in thousands):

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Gains Cumulative Gross

March 31, 2022

June 30, 2022

Investment in Consensus (equity securities) $ ( 29,052 ) $ 101,587 $ — $ 72,535

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Total $ ( 69,290 ) $ 298,490 $ — $ 229,200

There were no investments in an unrealized loss position as of March 31, 2022 and December 31, 2021.

During the three months ended June 30, 2022, the Company completed the non-cash Debt-For-Equity Exchange of 2,300,000 shares of its Investment in Consensus with a fair value as of March 31, 2022 of $ 138.3 million for the extinguishment of $ 90.0 million of the Company’s Term Loan Facility and related interest.

During the three months ended June 30, 2022, the Company incurred the loss of $ 48.2 million, including underwriting costs, in connection with disposal of the Disposed Consensus Shares and, which is presented within ‘Loss on investment, net’ on our Condensed Consolidated Statements of Operations.

As of June 30, 2022, the Company holds 1.7 million shares of the common stock of Consensus.

During the three and six months ended June 30, 2022, the Company recognized an unrealized loss on the Retained Consensus Shares of $ 27.3 million and $ 18.4 million, respectively.

During the second quarter of 2021, the Company recorded a $ 16.7 million impairment loss on certain equity securities related to a decline in value due to a pending sales transaction of an investee.

The Company was not expected to recover the recorded cost of these securities and thus reduced such amount to what the Company expected to receive as a result of the sale.

The Company subsequently sold these equity securities during fiscal year 2021.

Investment in corporate debt securities

On April 12, 2022, the Company entered into an agreement to acquire 4 % convertible notes with an aggregate value of $ 15.0 million, which upon conversion would represent an equity interest equal to at least 3 %, on a fully converted basis.

This investment is included in ‘Long-term investments, net’ in our Condensed Consolidated Balance Sheets and is classified as available-for-sale and initially measured at its transaction price and subsequently remeasured at fair value, with unrealized gains and losses reported as a component of other comprehensive income.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

The table below summarizes the carrying value and the maximum exposure of Company’s investment in corporate debt securities as of June 30, 2022 (in thousands):

June 30, 2022

Carrying value Maximum exposure

Investment in corporate debt securities $ 15,000 $ 15,000

The Company’s maximum exposure to loss is limited to its proportional ownership in the investee.

In addition, the Company is not required to contribute capital in an aggregate amount in excess of its capital commitment.

The following table summarizes the gross unrealized gains and losses and fair values for investments classified as available-for-sale, with the unrealized gains and losses reported as a component of other comprehensive income (in thousands):

June 30, 2022

Investment in corporate debt securities $ 15,000 $ — $ — $ 15,000

Total $ 15,000 $ — $ — $ 15,000

The Company determined that these debt securities were without a readily determinable fair value because these securities are privately held, not traded on any public exchanges and not an investment in a mutual fund or similar investment.

The following table summarizes the Company’s corporate debt securities designated as available-for-sale, classified by the contractual maturity date of the security (in thousands):

June 30, 2022 December 31, 2021

Due within 1 year $ — $ —

Due within more than 1 year but less than 5 years 15,000 —

Due within more than 5 years but less than 10 years — —

Due 10 years or after — —

Total $ 15,000 $ —

Equity method investment

On September 25, 2017, the Company entered into a commitment to invest $ 200 million (approximately 76.6 % of equity) in an investment fund (the “Fund”).

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and to engage in all activities and transactions as may be necessary, advisable or desirable to carry out the foregoing.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

The manager, OCV Management, LLC, and general partner of the Fund are entities with respect to which Richard S.

Ressler, former Chairman of the Board of Directors (the “Board”) of the Company, is indirectly the majority equity holder and a related party.

Ressler, former Chairman of the Board of Directors (the “Board”) of the Company, is indirectly the majority equity holder.

Ressler’s tenure with the Board ended as of May 10, 2022.

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In connection with the settlement of the litigation, among other terms, no further capital calls will be made in connection with the Company’s investment in the Fund, nor will any management fees be paid by the Company to the manager.

As such, during the three months ended March 31, 2022, the Company received no capital call notices from the manager of the Fund.

During the three months ended March 31, 2021, the Company received capital call notices from the manager of the Fund for $ 7.1 million, inclusive of certain management fees.

Approximately $ 8.1 million was paid for capital call notices during the three months ended March 31, 2021.

During both the three months ended March 31, 2022 and 2021, the Company received no distributions from OCV.

As such, during the six months ended June 30, 2022, the Company received no capital call notices from the manager of the Fund.

During the six months ended June 30, 2021, the Company received capital call notices from the manager of the Fund for $ 11.1 million, inclusive of certain management fees.

Approximately $ 10.1 million was paid for capital call notices during the six months ended June 30, 2021.

During both the six months ended June 30, 2022 and 2021, the Company received no distributions from OCV.

The Company recognizes its equity in the net earnings or losses relating to the investment in OCV on a one-quarter lag (including management fees) due to the timing and availability of financial information from OCV.

If the Company becomes aware of a significant decline in value that is other-than-temporary, the loss will be recorded in the period in which the Company identifies the decline.

During the three months ended March 31, 2022 and 2021, the Company recognized an investment (loss) gain of $( 0.8 ) million and $ 24.3 million, net of tax benefit (expense), respectively.

The gain in 2021 was primarily the result of gains in the underlying investments.

During the three months ended March 31, 2022 and 2021, the Company recognized expense for management fees of $ 0.8 million and $ 0.8 million, net of tax benefit, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

During the three months ended June 30, 2022 and 2021, the Company recognized an investment loss of $ 6.1 million and $ 5.8 million, net of tax benefit, respectively.

During the six months ended June 30, 2022 and 2021, the Company recognized an investment (loss) gain of $( 6.9 ) million and $ 18.5 million, net of tax benefit (expense), respectively.

The gain in fiscal 2021 was primarily the result of gains in the underlying investments.

During the three months ended June 30, 2022 and 2021, the Company recognized expense for management fees of $ 0.8 million and $ 0.8 million, net of tax benefit, respectively, and for the six months ended June 30, 2022 and 2021, the Company recognized expense for management fees of $ 1.5 million and $ 1.5 million, net of tax benefit, respectively.

The following table discloses the carrying amount for the Company’s equity method investment (in thousands).

These equity securities are included within ‘Long-term investments’ in the Condensed Consolidated Balance Sheets.

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Equity securities $ 113,460 $ 122,593

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The accounting requirements for reporting the Company’s cloud fax business as a discontinued operation were met when the Separation was completed as the Separation constituted a strategic shift that would have a major effect on the Company’s operations and financial results.

Accordingly, the Condensed Consolidated Financial Statements reflect the results of the cloud fax business as a discontinued operation for the three months ended March 31, 2021.

The Condensed Consolidated Balance Sheets and the Condensed Consolidated Statements of Operations report discontinued operations separate from continuing operations.

The Condensed Consolidated Statements of Comprehensive Income, Condensed Consolidated Statements of Cash Flows, and Condensed Consolidated Statements of Stockholders’ Equity combine continuing and discontinued operations.

Accordingly, the Condensed Consolidated Financial Statements reflect the results of the cloud fax business as a discontinued operation for the three and six months ended June 30, 2021.

The Condensed Consolidated Statements of Operations report discontinued operations separate from continuing operations.

The Condensed Consolidated Statements of Comprehensive (Loss) Income, Condensed Consolidated Statements of Cash Flows, and Condensed Consolidated Statements of Stockholders’ Equity combine continuing and discontinued operations.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

The key components of cash flows from discontinued operations were as follows (in thousands):

Three Months Ended March 31, 2021

Six Months Ended June 30, 2021

Capital expenditures $ 8,010

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Further, certain of the Company’s management and members of its board of directors resigned from the Company as of the date of distribution and joined Consensus.

In addition, one of the Company’s members of senior management as of March 31, 2022 has served on the board of directors of Consensus since the date of distribution.

In addition, one of the Company’s members of senior management as of June 30, 2022 has served on the board of directors of Consensus since the date of distribution.

The key components of income from discontinued operations were as follows (in thousands):

Three Months Ended March 31, 2021

Three Months Ended June 30, 2021 Six Months Ended June 30, 2021

Revenues $ 87,751 $ 174,279

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Income from discontinued operations, net of income taxes $ 38,762 77,905

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Fair Value Measurements

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The fair value of long-term debt is determined using recent quoted market prices or dealer quotes for each of the Company’s instruments, which are Level 1 inputs.

The fair value of the Company’s debt instruments was approximately $ 1.2 billion and $ 1.3 billion, as of March 31, 2022 and December 31, 2021, respectively (see Note 8 - Debt ).

The fair value of the Company’s debt instruments was approximately $ 1.0 billion and $ 1.3 billion, as of June 30, 2022 and December 31, 2021, respectively (see Note 8 - Debt ).

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

The Retained Consensus Shares are equity securities for which the Company elected the fair value option, and the fair value of the Retained Consensus Shares and subsequent fair value changes are included in our assets of and results from continuing operations, respectively.

As of March 31, 2022 and December 31, 2021, the Company’s investment in Consensus common stock was remeasured at fair value based on Consensus’ closing stock price with a balance of $ 238.2 million and $ 229.2 million included on the Condensed Consolidated Balance Sheets, respectively.

Unrealized gain of $ 9.0 million was recorded on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2022.

As of June 30, 2022 and December 31, 2021, the Company’s investment in Consensus common stock was remeasured at fair value based on Consensus’ closing stock price with a balance of $ 72.5 million and $ 229.2 million included on the Condensed Consolidated Balance Sheets, respectively.

Unrealized loss of $ 27.3 million and $ 18.4 million were recorded on the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022, respectively.

The fair value of the investment in Consensus is determined using quoted market prices, which is a Level 1 input.

The fair value of our 4.625 % Senior Notes (as defined in Note 8 below) was determined using quoted market prices or dealer quotes for instruments with similar maturities and other terms and credit ratings, which are Level 1 inputs.

The fair value of the Credit Facility (as defined in Note 8 below) approximated its carrying amount due to its variable interest rate, which approximated a market interest rate, and was considered a Level 2 input.

The fair value of our 4.625 % Senior Notes (as defined in Note 8 - Debt ) was determined using quoted market prices or dealer quotes for instruments with similar maturities and other terms and credit ratings, which are Level 1 inputs.

The fair value of the Credit Facility (as defined in Note 8 - Debt ) approximated its carrying amount due to its variable interest rate, which approximated a market interest rate, and was considered a Level 2 input.

The investment in corporate debt securities is measured at fair value on our Condensed Consolidated Balance Sheets.

Unrealized gains and losses are reported in other comprehensive income until realized.

Corporate debt securities do not have a readily determinable fair value because acquired securities are privately held, not traded on any public exchanges and not an investment in a mutual fund or similar investment.

The investment in corporate debt securities is classified as available-for-sale and is initially measured at its transaction price.

The fair value of the corporate debt securities is determined primarily based in significant estimates and assumptions, including Level 3 inputs.

As of June 30, 2022, the fair value of our investment in corporate debt securities approximates its carrying value due to close proximity of the date of the investment to the reporting date.

Refer to Note 4 - Investments for additional information.

The Company classifies its contingent consideration liability in connection with acquisitions within Level 3 because factors used to develop the estimated fair value are unobservable inputs, such as volatility and market risks, and are not supported by market activity.

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The following table presents the fair values, valuation techniques, unobservable inputs, and ranges of the Company’s financial liabilities categorized within Level 3.

The weighted averages below are a product of the unobservable input and fair value of the contingent consideration arrangement as of March 31, 2022.

The weighted averages below are a product of the unobservable input and fair value of the contingent consideration arrangement as of June 30, 2022.

Valuation Technique Unobservable Input Range Weighted Average

Contingent Consideration Option-Based Model Risk free rate N/A 1.9 %

Debt spread 1.3 % - 16.4 %

Present value factor N/A 26.9 %

Discount rate N/A 27.3 %

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Valuation Technique Unobservable Input Range Weighted Average

Contingent Consideration Option-Based Model Risk free rate 1.9 % - 2.2 %

Debt spread 0.0 % - 74.7 %

Probabilities 10.0 % - 100.0 %

Present value factor 2.2 % - 26.9 %

Discount rate 27.3 % - 38.0 %

The following tables present the fair values of the Company’s financial assets or liabilities (in thousands):

March 31, 2022 Level 1 Level 2 Level 3 Fair Value Carrying Value

June 30, 2022 Level 1 Level 2 Level 3 Fair Value Carrying Value

Cash equivalents:

Money market and other funds $ 98,920 $ — $ — $ 98,920 $ 98,920

Investment in corporate debt securities — — 15,000 15,000 15,000

Investment in Consensus 72,535 — — 72,535 72,535

12 unchanged sentences

At the end of each reporting period, management reviews the inputs to the fair value measurements of financial and non-financial assets and liabilities to determine when transfers between levels are deemed to have occurred.

For the three months ended March 31, 2022 and 2021, there were no transfers that occurred between levels.

For the six months ended June 30, 2022 and 2021, there were no transfers that occurred between levels.

The following table presents a reconciliation of the Company’s Level 3 financial assets related to our investment in corporate debt securities that are measured at fair value on a recurring basis (in thousands):

Level 3 Affected line item in the Statement of Operations

Balance as of January 1, 2022 $ —

Investment in corporate debt securities 15,000 Not applicable

Balance as of June 30, 2022 $ 15,000

ZIFF DAVIS, INC.

7 unchanged sentences

Contingent consideration payments ( 2,919 ) Not applicable

Balance as of March 31, 2022 $ 10,087

In connection with the Company’s other acquisition activity, contingent consideration of up to $ 10.1 million ma y be payable upon achieving certain future earnings before interest, taxes, depreciation and amortization (EBITDA), revenue, and/or unique visitor thresholds and had a combined fair value of $ 10.1 million and $ 5.8 million at March 31, 2022 and December 31, 2021, respectively.

Since certain thresholds were not achieved, there were no payments made during the three months ended March 31, 2022.

The Company recorded a net increase of $ 0.1 million during the three months ended March 31, 2022 in the fair value of the contingent consideration and reported such changes in General and administrative expenses.

Balance as of June 30, 2022 $ 3,047

In connection with the Company’s other acquisition activity, contingent consideration of up to $ 3.0 million ma y be payable upon achieving certain future earnings before interest, taxes, depreciation and amortization (EBITDA), revenue, and/or unique visitor thresholds and had a combined fair value of $ 3.0 million and $ 5.8 million at June 30, 2022 and December 31, 2021, respectively.

Due to the achievement of certain thresholds,$ 2.9 million and $ 5.8 million was paid during the six months ended June 30, 2022 and 2021, respectively.

Goodwill and Intangible Assets

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Identifiable intangible assets are amortized over the period of estimated economic benefit, which ranges from one to twenty years .

The changes in carrying amounts of goodwill for the three months ended March 31, 2022 are as follows (in thousands):

The changes in carrying amounts of goodwill for the six months ended June 30, 2022 are as follows (in thousands):

Digital Media Cybersecurity and Martech Consolidated

4 unchanged sentences

Foreign exchange translation ( 2,584 ) ( 8,892 ) ( 11,476 )

Balance as of March 31, 2022 $ 1,022,223 $ 534,855 $ 1,557,078

Balance as of June 30, 2022 $ 1,077,573 $ 525,767 $ 1,603,340

(1) Purchase accounting adjustments relate to measurement period adjustments to goodwill in connection with prior business acquisitions.

4 unchanged sentences

Intangible Assets Subject to Amortization:

As of March 31, 2022, intangible assets subject to amortization relate primarily to the following (in thousands):

As of June 30, 2022, intangible assets subject to amortization relate primarily to the following (in thousands):

Weighted-Average

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This pattern results in a substantial majority of the amortization expense being recognized in the first 4 to 5.0 years, despite the overall life of the asset.

Amortization expense, included in General and administrative expense on our Condensed Consolidated Statements of Operations, approximated $ 41.2 million and $ 47.3 million for the three months ended March 31, 2022 and 2021, respectively.

The Company’s debt as of March 31, 2022 and December 31, 2021 consists of the following (in thousands):

March 31, 2022 December 31, 2021

Amortization expense, included in General and administrative expense on our Condensed Consolidated Statements of Operations, approximated $ 41.8 million and $ 46.7 million for the three months ended June 30, 2022 and 2021, respectively, and $ 83.0 million and $ 94.0 million for the six months ended June 30, 2022 and 2021, respectively.

The Company’s debt as of June 30, 2022 and December 31, 2021 consists of the following (in thousands):

June 30, 2022 December 31, 2021

4.625 % Senior Notes

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In addition, if such net leverage ratio is in excess of 3.5 to 1.0, the restriction on restricted payments is subject to various exceptions, including the total aggregate amount not exceeding the greater of (A) $ 250 million and (B) 50.0 % of EBITDA for the most recently ended four fiscal quarter period ended immediately prior to such date for which internal financial statements are available.

The Company is in compliance with its debt covenants for the 4.625 % Senior Notes as of March 31, 2022.

During the three months ended March 31, 2022, the Company repurchased approximately $ 54.6 million in aggregate principal amount of the 4.625 % Senior Notes for an aggregate purchase price of approximately $ 55.4 million.

The Company recognized a loss of $ 1.2 million associated with the repurchase of the 4.625 % Senior Notes, which was recorded within ‘Interest expense’ within the Condensed Consolidated Statements of Operations.

As of March 31, 2022 and December 31, 2021, the estimated fair value of the 4.625 % Senior Notes was approximately $ 559.7 million and $ 659.9 million, and was based on recent quoted market prices for the 4.625 % Senior Notes which are Level 1 inputs.

The Company is in compliance with its debt covenants for the 4.625 % Senior Notes as of June 30, 2022.

During the three and six months ended June 30, 2022, the Company repurchased approximately $ 21.5 million and $ 76.1 million, respectively, in aggregate principal amount of the 4.625 % Senior Notes for an aggregate purchase price of approximately $ 18.2 million and $ 73.6 million, respectively.

For the three and six months ended June 30, 2022, the Company recognized a gain of approximately $ 3.1 million and gain of approximately $ 1.9 million, respectively, associated with the repurchase of the 4.625 % Senior Notes, which is recorded within ‘Interest expense, net’ on our Condensed Consolidated Statements of Operations.

As of June 30, 2022 and December 31, 2021, the estimated fair value of the 4.625 % Senior Notes was approximately $ 482.5 million and $ 659.9 million, and was based on recent quoted market prices for the 4.625 % Senior Notes which are Level 1 inputs.

Refer to Note 6 - Fair Value Measurements.

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Holders of the notes will have the right to require the Company to repurchase for cash all or any portion of their notes upon the occurrence of certain corporate events, subject to certain conditions.

As of March 31, 2022 and December 31, 2021, the market trigger conditions did not meet the conversion requirements of the 1.75 % Convertible Notes and, accordingly, the 1.75 % Convertible Notes are classified as long-term debt on our Condensed Consolidated Balance Sheets.

As of March 31, 2022, the conversion rate is 9.3783 shares of the Company’s common stock for each $1,000 principal amount of 1.75 % Convertible Notes, which represents a conversion price of approximately $ 106.63 per share of the Company’s common stock.

As of June 30, 2022 and December 31, 2021, the market trigger conditions did not meet the conversion requirements of the 1.75 % Convertible Notes and, accordingly, the 1.75 % Convertible Notes are classified as long-term debt on our Condensed Consolidated Balance Sheets.

As of June 30, 2022, the conversion rate is 9.3783 shares of the Company’s common stock for each $1,000 principal amount of 1.75 % Convertible Notes, which represents a conversion price of approximately $ 106.63 per share of the Company’s common stock.

The conversion rate is subject to adjustment for certain events as set forth in the indenture governing the 1.75 % Convertible Notes, but will not be adjusted for accrued interest.

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(iii) effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness;

and (iv) structurally junior to all existing and future indebtedness and other liabilities incurred by the Company’s subsidiaries, including the then-existing 6.0 % Senior Notes due 2025.

and (iv) structurally junior to all existing and future indebtedness and other liabilities incurred by the Company’s subsidiaries.

Accounting for the 1.75 % Convertible Notes

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Upon adoption of ASU 2020-06, the Company reclassified the $ 2.8 million from additional paid-in-capital to the long-term liability and recorded a cumulative adjustment to retained earnings for amortization from the issuance date through January 1, 2022 and will record amortization expense for these debt issuance costs through the maturity date.

As of March 31, 2022, the total unamortized deferred issuance costs were $ 8.7 million.

As of June 30, 2022, the total unamortized deferred issuance costs were $ 8.3 million.

The 1.75 % Convertible Notes are carried at face value less any unamortized debt discount (prior to adoption of ASU 2020-06) and issuance costs.

5 unchanged sentences

If such information is not available, the fair value is determined using cash flow models of the scheduled payments discounted at market interest rates for comparable debt without the conversion feature.

As of March 31, 2022 and December 31, 2021, the estimated fair value of the 1.75 % Convertible Notes was approximately $ 627.0 million and $ 685.4 million, respectively.

As of June 30, 2022 and December 31, 2021, the estimated fair value of the 1.75 % Convertible Notes was approximately $ 532.5 million and $ 685.4 million, respectively.

Credit Facility

6 unchanged sentences

The Company is permitted to make voluntary prepayments of the Credit Facility at any time without payment of a premium or penalty.

As of March 31, 2022 and December 31, 2021, there were no amounts outstanding under the Credit Agreement.

As of June 30, 2022 and December 31, 2021, there were no amounts outstanding under the Credit Agreement.

Debt-for-Equity Exchange

On June 10, 2022 (the “Term Loan Funding Date”), the Company entered into a Fifth Amendment to its Credit Agreement with MUFG Union Bank, N.A, as administrative agent and collateral agent and the lenders party thereto to effectuate the Debt-for-Equity Exchange.

The Fifth Amendment to the Credit Agreement provided for the Term Loan Facility in an aggregate principal amount of $ 90.0 million and certain other changes to the Credit Agreement.

The Term Loan had a maturity date that was 60 days after the Term Loan Funding Date.

The Term Loan Facility bore interest at a base rate equal to the greater of (x) the Federal Funds Effective Rate, as defined in the Credit Agreement, in effect on such day plus 0.5 % per annum, (y) the rate of interest per annum most recently announced by the Agent, as defined in the Credit Agreement, as its U.S.

Dollar "Reference Rate" and (z) one month LIBOR plus 1 %, provided that the base rate for any term loan made under the Credit Agreement shall be greater of clause (x) and (y) above in each case.

During the three months ended June 30, 2022, the Company borrowed approximately $ 90.0 million under the Term Loan Facility and completed the Debt-for-Equity Exchange of 2,300,000 shares of its common stock of Consensus to settle its obligation to repay the $ 90.0 million outstanding aggregate principal amount of the Term Loan Facility plus an immaterial amount of interest.

The Company recorded a loss on extinguishment of debt related to the Debt-for-Equity Exchange of approximately $ 0.5 million during the three months ended June 30, 2022 which is presented within ‘Interest expense, net’ on our Condensed Consolidated Statements of Operations.

Commitments and Contingencies

6 unchanged sentences

The Company has moved to dismiss the amended complaint.

On August 8, 2022, the court granted the Company’s motion to dismiss the amended complaint without leave to amend.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

On September 24, 2020, International Union of Operating Engineers of Eastern Pennsylvania and Delaware filed an action lawsuit in the Delaware Court of Chancery (C.A.

11 unchanged sentences

As part of the settlement of the Chancery Court Derivative Action described above, the Company and its directors and officers intend to defend against the remaining claims.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

The Company does not believe, based on current knowledge, that the foregoing legal proceedings or claims, after giving effect to existing accrued liabilities, are likely to have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.

10 unchanged sentences

Each quarter the Company updates its estimated annual effective tax rate and, if the estimate changes, makes a cumulative adjustment.

The Company’s effective tax rate was 16.7 % and ( 90.3 )% for the three months ended March 31, 2022 and 2021, respectively.

The Company’s increased rate during the three months ended March 31, 2022 is primarily a result of a tax benefit recognized in 2021 for the release of a valuation allowance on deferred tax assets related to the impairment of certain investments with no similar events for the period ending March 31, 2022.

The increase in the Company’s effective tax rate was partially offset by a decrease due to a gain recorded for book purposes for the mark-to-market adjustment of the Retained Consensus Shares held as of March 31, 2022 that resulted in no tax expense.

The income is not subject to tax since the Company has the ability to dispose of the investment in a tax-free manner based on guidance and requirements set out by the Internal Revenue Service.

Income (loss) from continuing operations before income taxes included income from domestic operations of $ 15.6 million and $( 10.1 ) million for the three months ended March 31, 2022 and 2021, respectively, and income from foreign operations of $ 14.8 million and $ 17.7 million for the three months ended March 31, 2022 and 2021, respectively.

As of March 31, 2022 and December 31, 2021, the Company had $ 42.9 million and $ 42.5 million, respectively, in liabilities for uncertain income tax positions from continuing operations.

The Company’s effective tax rate was ( 33.2 )% and 37.4 % for the three months ended June 30, 2022 and 2021, respectively and 12,760.8 % and 86.1 % for the six months ended June 30, 2022 and 2021, respectively.

The Company’s effective tax rate for the three and six months ended June 30, 2022 have been disproportionately impacted due to the size of the discrete book loss related to the Disposed Consensus Shares and Retained Consensus Shares.

The net loss recorded for book purposes for the Investment in Consensus, excluding transaction costs resulted in no tax benefit.

The loss is not subject to tax since the Company has the ability to dispose of the investment in a tax-free manner based on guidance and requirements set out by the Internal Revenue Service.

In addition, during the three months and six months ended June 30, 2021 the Company recognized a tax benefit for the release of a valuation allowance on deferred tax assets related to the impairment of certain investments and the goodwill impairment with no similar events for the period ending June 30, 2022.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Income (loss) from continuing operations before income taxes included a loss from domestic operations of approximately $ 30.6 million and $ 52.1 million for the six months ended June 30, 2022 and 2021, respectively, and income from foreign operations of $ 30.7 million and $ 32.1 million for the six months ended June 30, 2022 and 2021, respectively.

As of June 30, 2022 and December 31, 2021, the Company had $ 43.6 million and $ 42.5 million, respectively, in liabilities for uncertain income tax positions from continuing operations.

Accrued interest and penalties related to unrecognized tax benefits are recognized in income tax expense on the Company’s Condensed Consolidated Statement of Operations.

Cash paid for income taxes net of refunds received for continuing operations was $ 4.3 million and $ 5.5 million for the three months ended March 31, 2022 and 2021, respectively.

Cash paid for income taxes net of refunds received for continuing operations was $ 15.4 million and $ 36.0 million for the six months ended June 30, 2022 and 2021, respectively.

Certain taxes are prepaid during the year and, where appropriate, included within ‘Prepaid expenses and other current assets’ on the Condensed Consolidated Balance Sheet.

The Company’s prepaid taxes were $ 0.6 million and $ 0.8 million at March 31, 2022 and December 31, 2021, respectively.

The Company’s prepaid taxes were zero and $ 0.8 million at June 30, 2022 and December 31, 2021, respectively.

Income Tax Audits :

3 unchanged sentences

The Company disagrees with the Notice and filed a petition with the United States Tax Court on May 24, 2021.

As of March 31, 2022, the audits are ongoing.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

As of June 30, 2022, the audits are ongoing.

The Company is under audit by the California Franchise Tax Board (“FTB”) for its tax years 2012, 2013, 2015, and 2016.

The FTB, however, has agreed to suspend its audit pending the outcome of the IRS audit for tax years 2012 and 2013.

As of March 31, 2022, the audits for tax years 2015 and 2016 are ongoing.

The FTB, however, has agreed to suspend its audit pending the outcome of the IRS audit for such tax years.

As of June 30, 2022, the audits are ongoing.

In June 2019, the New York State Department of Taxation and Finance (“NYS”) notified the Company that it will commence an audit for tax year 2015.

In April 2020, the NYS notified the Company that it will also commence an audit for tax years 2016 and 2017.

As of March 31, 2022, the audits are ongoing.

As of June 30, 2022, the audits are ongoing.

The Company conducts business on a global basis and as a result, one or more of its subsidiaries files income tax returns in the U.S.

13 unchanged sentences

The Company entered into certain Rule 10b5-1 trading plans during the years ended December 31, 2021 and 2020 to execute repurchases under the 2020 Program.

During the three months ended March 31, 2022, the Company repurchased 554,289 shares at an aggregate cost of approximately $ 58.7 million (including an immaterial amount of commission fees) under the 2020 Program.

During the three months ended June 30, 2022, the Company repurchased 182,247 shares at an aggregate cost of approximately $ 12.7 million (including an immaterial amount of commission fees) under the 2020 Program.

During the six months ended June 30, 2022, the Company repurchased 736,536 shares at an aggregate cost of approximately $ 71.3 million (including an immaterial amount of commission fees) under the 2020 Program.

These shares were subsequently retired.

Cumulatively as of March 31, 2022, 3,490,599 shares were repurchased at an aggregate cost of $ 284.2 million (including an immaterial amount of commission fees) under the 2020 Program.

Cumulatively as of June 30, 2022, 3,672,846 shares were repurchased at an aggregate cost of $ 296.9 million (including an immaterial amount of commission fees) under the 2020 Program.

These shares were subsequently retired.

As a result of the repurchases, the number of shares available for purchase as of March 31, 2022 is 6,509,401 shares of the Company’s common stock.

As a result of the repurchases, the number of shares available for purchase as of June 30, 2022 is 6,327,154 shares of the Company’s common stock.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Periodically, participants in the Company’s stock plans surrender to the Company shares of stock to pay the exercise price or to satisfy tax withholding obligations arising upon the exercise of stock options or the vesting of restricted stock.

During the three months ended March 31, 2022 and 2021, the Company purchased and retired 40,372 and 108,287 shares, respectively, from plan participants for this purpose.

No dividends were declared in the three months ended March 31, 2022 a nd 2021 .

Future dividends are subject to Board approval.

Based on the significant number of current investment opportunities within the Company’s portfolio of businesses and the historic returns from prior investments, the Board of Directors has suspended dividend payments for the foreseeable future.

During the three months ended June 30, 2022 and 2021, the Company purchased and retired 9,864 and 87,155 shares, respectively, from plan participants for this purpose.

During the six months ended June 30, 2022 and 2021, the Company purchased and retired 50,236 and 195,442 shares, respectively, from plan participants for this purpose.

Stock Based Compensation

3 unchanged sentences

4,500,000 shares of the Company’s common stock are authorized to be used for 2007 Plan purposes.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

stock on the date of grant for incentive stock options and not less than 85 % of the fair market value of the Company’s common stock on the date of grant for non-statutory stock options.

As of March 31, 2022, zero shares underlying options and zero shares of restricted stock units were outstanding under the 2007 Plan.

Options under the 2007 Plan may be granted at exercise prices determined by the Board of Directors, provided that the exercise prices shall not be less than the fair market value of the Company’s common stock on the date of grant for incentive stock options and not less than 85 % of the fair market value of the Company’s common stock on the date of grant for non-statutory stock options.

As of June 30, 2022, zero shares underlying options and zero shares of restricted stock units were outstanding under the 2007 Plan.

The 2007 Plan terminated on February 14, 2017.

2 unchanged sentences

Options under the 2015 Plan may be granted at exercise prices determined by the Board of Directors, provided that the exercise prices shall not be less than the higher of the par value or 100 % of the fair market value of the Company’s common stock subject to the option on the date the option is granted.

As of March 31, 2022, 435,135 shares underlying options and 503,994 shares of restricted stock units were outstanding under the 2015 Plan.

As of June 30, 2022, 435,135 shares underlying options and 506,962 shares of restricted stock units were outstanding under the 2015 Plan.

The Company has awarded restricted stock and restricted stock units to its Board of Directors and senior staff pursuant to certain share-based compensation plans.

Compensation expense resulting from restricted stock and restricted unit grants is measured at fair value on the date of grant and is recognized as share-based compensation expense over the applicable vesting period.

Vesting periods are approximately one year for awards to members of the Company’s Board of Directors, four or five years for senior staff (excluding market-based awards discussed below) and eight years for the Chief Executive Officer.

The Company granted 112,324 and 74,834 shares of restricted stock and restricted units (excluding awards with market conditions below) during the three months ended March 31, 2022 and 2021, respectively.

The Company granted 132,117 and 90,286 shares of restricted stock and restricted units (excluding awards with market conditions below) during the six months ended June 30, 2022 and 2021, respectively.

The Company has awarded certain key employees market-based restricted stock awards pursuant to the 2015 Plan.

2 unchanged sentences

Stock-based compensation expense related to an award with a market condition will be recognized over the requisite service period using the graded-vesting method regardless of whether the market condition is satisfied, provided that the requisite service period has been completed.

During the three months ended March 31, 2022 and 2021, the Company awarded 100,193 and 73,094 market-based restricted stock awards, respectively.

The per share weighted average grant-date fair values of the market-based restricted stock awards granted during the three months ended March 31, 2022 and 2021 were $ 87.11 and $ 94.40 , respectively.

During the six months ended June 30, 2022 and 2021, the Company awarded 100,193 and 73,094 market-based restricted stock awards, respectively.

The per share weighted average grant-date fair values of the market-based restricted stock awards granted during the six months ended June 30, 2022 and 2021 were $ 87.11 and $ 94.40 , respectively.

The weighted-average fair values of market-based restricted stock awards granted have been estimated utilizing the following assumptions:

March 31, 2022 March 31, 2021

June 30, 2022 June 30, 2021

Underlying stock price at valuation date $ 99.32 $ 113.27

1 unchanged sentence

Risk-free interest rate 1.8 % 1.3 %

Restricted stock award activity for the three months ended March 31, 2022 is set forth below:

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Restricted stock award activity for the six months ended June 30, 2022 is set forth below:

Shares Weighted-Average

2 unchanged sentences

Canceled ( 1,605 ) 93.75

Nonvested at March 31, 2022 344,311 $ 38.38

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Restricted stock unit activity for the three months ended March 31, 2022 is set forth below:

Nonvested at June 30, 2022 321,285 $ 60.36

Restricted stock unit activity for the six months ended June 30, 2022 is set forth below:

Shares Weighted-Average

4 unchanged sentences

Canceled ( 12,658 )

Outstanding at a March 31, 2022 503,194 3.1 $ 48,776,539

Vested and expected to vest at March 31, 2022 503,194 3.1 $ 48,699,115

As of March 31, 2022 and December 31, 2021, the Company had unrecognized share-based compensation cost of approximately $ 58.0 million and $ 44.3 million, respectively, associated with these awards.

This cost is expected to be recognized over a weighted-average period of 3.3 for awards and 4.1 for units.

Outstanding at a June 30, 2022 506,962 2.9 $ 37,783,878

Vested and expected to vest at June 30, 2022 506,962 2.9 $ 37,783,878

As of June 30, 2022 and December 31, 2021, the Company had unrecognized share-based compensation cost of approximately $ 52.9 million and $ 44.3 million, respectively, associated with these restricted stock awards and restricted stock units.

This cost is expected to be recognized over a weighted-average period of 3.2 for restricted stock awards and 3.9 for restricted stock units.

Employee Stock Purchase Plan

The Purchase Plan provides for the issuance of a maximum of two million shares of the Company’s common stock.

Under the Purchase Plan, eligible employees can have up to 15 % of their earnings withheld, up to certain maximums, to be used to purchase shares of the Company’s common stock at certain plan-defined dates.

The price of the Company’s common stock purchased under the Purchase Plan for the offering periods is equal to 85 % of the lesser of the fair market value of a share of common stock of the Company on the beginning or the end of the offering period.

The Company determined that a plan provision exists which allows for the more favorable of two exercise prices, commonly referred to as a “look-back” feature.

The purchase price discount and the look-back feature cause the Purchase Plan to be compensatory and the Company to recognize compensation expense.

The compensation cost is recognized on a straight-line basis over the requisite service period.

The Company used the Black-Scholes option pricing model to calculate the estimated fair value of the purchase right issued under the ESPP.

The expected volatility is based on historical volatility of the Company’s common stock.

The risk-free interest rate is based on U.S.

Treasury zero-coupon issues with a term equal to the expected term of the option assumed at the date of grant.

The Company uses an annualized dividend yield based upon the per share dividends declared by its Board of Directors.

Estimated forfeiture rates were 11.15 % and 11.15 % as of June 30, 2022 and 2021, respectively.

The increase in forfeiture rate comes as a result of the Purchase Plan being offered to all employees regardless of employment location.

For the six months ended June 30, 2022 and 2021, 76,741 and 58,145 shares were purchased under the Purchase Plan, respectively.

Cash received upon the issuance of the Company’s common stock under the Purchase Plan was $ 5.2 million and $ 4.2 million for the six months ended June 30, 2022 and 2021, respectively.

As of June 30, 2022, 1,218,950 shares were available under the Purchase Plan for future issuance.

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

The Company recognized $ 0.8 million and $ 0.7 million of compensation expense related to the Purchase Plan for the three months ended June 30, 2022 and 2021, respectively, and $ 1.5 million and $ 1.3 million for the six months ended June 30, 2022 and 2021, respectively.

The compensation expense related to the Purchase Plan has been estimated utilizing the following assumptions:

June 30, 2022 June 30, 2021

Risk-free interest rate

1.54 % 0.02 %

Expected term (in years)

Dividend yield

0.00 % 0.00 %

Expected volatility

41.6 % 29.5 %

Weighted average volatility

41.6 % 29.5 %

ZIFF DAVIS, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Earnings Per Share

The components of basic and diluted earnings per share are as follows (in thousands, except share and per share data):

Three Months Ended March 31,

Three Months Ended June 30,

Basic Diluted Basic Diluted

Numerator for basic and diluted net income per common share:

Net income from continuing operations $ 24,537 $ 24,537 $ 38,780 $ 38,780

Net loss from continuing operations $ ( 46,436 ) $ ( 46,436 ) $ ( 23,045 ) $ ( 23,045 )

Net income available to participating securities (1)

1.75 % Convertible Notes interest expense (after-tax) (2)

Net loss available to the Company’s common shareholders from continuing operations $ ( 46,436 ) $ ( 46,436 ) $ ( 23,045 ) $ ( 23,045 )

Weighted-average outstanding shares of common stock 46,978,709 46,978,709 44,613,533 44,613,533

Dilutive effect of:

Equity incentive plans

Convertible debt (2)

Common stock and common stock equivalents 46,978,709 46,978,709 44,613,533 44,613,533

Net loss per share from continuing operations:

$ ( 0.99 ) $ ( 0.99 ) $ ( 0.52 ) $ ( 0.52 )

Six Months Ended June 30,

Basic Diluted Basic Diluted

Numerator for basic and diluted net income per common share:

Net (loss) income from continuing operations $ ( 21,899 ) $ ( 21,899 ) $ 15,735 $ 15,735

Net loss available to participating securities (1)

— — ( 16 ) ( 16 )

1.75 % Convertible Notes interest expense (after-tax) (2)

Net income available to the Company’s common shareholders from continuing operations 24,526 26,712 38,736 38,736

Net (loss) income available to the Company’s common shareholders from continuing operations ( 21,899 ) ( 21,899 ) 15,719 15,719

Weighted-average outstanding shares of common stock 47,016,351 47,016,351 44,506,933 44,506,933

5 unchanged sentences

Common stock and common stock equivalents 47,016,351 47,016,351 44,506,933 47,130,979

Net income per share from continuing operations:

Net (loss) income per share from continuing operations:

$ ( 0.47 ) $ ( 0.47 ) $ 0.35 $ 0.33

(1) Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid).

(2) Under the modified retrospective method of adoption of ASU 2020-06, the dilutive impact of convertible debt was calculated using the if-converted method for the three months ended March 31, 2022.

The dilutive impact of convertible debt was calculated using the treasury stock method for the three months ended March 31, 2021.

(see Note 8 - Debt ).

For the three months ended March 31, 2022 and 2021, there were zero options outstanding, respectively, which were excluded from the computation of diluted earnings per share because the exercise prices were greater than the average market price of the common stock.

For the three months ended March 31, 2022 and 2021, there were zero and zero potentially dilutive shares, respectively, which were excluded from the computation of diluted net income per share of common stock to common stockholders due to their anti-dilutive effect.

(2) Under the modified retrospective method of adoption of ASU 2020-06, the dilutive impact of convertible debt was calculated using the if-converted method for the three and six months ended June 30, 2022.

The dilutive impact of convertible debt was calculated using the treasury stock method for the three and six months ended June 30, 2021 (see Note 8 - Debt ).

For the three months ended June 30, 2022 and 2021, there were 1,263,394 and 1,187,395 , respectively, stock options and restricted stock excluded from the calculation as they were anti-dilutive.

For the six months ended June 30, 2022 and 2021, there were 1,263,394 and zero , respectively, stock options and restricted stock excluded from the calculation as they were anti-

ZIFF DAVIS, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

For the three months ended June 30, 2022 and 2021, there were 5,158,071 and 10,292,182 shares, respectively, related to convertible debt excluded from the calculation as they were anti-dilutive.

For the six months ended June 30, 2022 and 2021, there were 5,158,071 and zero shares, respectively, related to convertible debt excluded from the calculation as they were anti-dilutive.

Segment Information

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The CODM views the Company as two businesses:

Cybersecurity and Martech and Digital Media.

Digital Media and Cybersecurity and Martech.

The accounting policies of the businesses are the same as those described in the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2021.

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Information on reportable segments and reconciliation to income from operations is as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Revenue by reportable segment:

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Corporate (1)

— ( 9 ) — ( 74 )

Total gross profit 291,352 292,508 560,320 560,313

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(2) Direct costs for each segment include other operating expenses that are directly attributable to the segment, such as employee compensation expense, local sales and marketing expenses, engineering and network operations expense, depreciation and amortization and other administrative expenses.

For the three and six months ended June 30, 2021, goodwill impairment related to our B2B Backup business is also included within direct costs for Cybersecurity and Martech.

The CODM does not use Balance Sheet and Cash Flow information in connection with operating and investment decisions other than as presented for Digital Media and Cybersecurity and Martech.

Accordingly, the following segment information is presented for Digital Media and Cybersecurity and Martech.

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Digital Media $ 2,062,499 $ 2,043,204

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Total assets $ 3,543,095 $ 3,770,280

Three Months Ended March 31,

Six Months Ended June 30,

Capital expenditures

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Corporate 1 —

Capital expenditures of discontinued operations — 8,010

Total capital expenditures $ 53,876 $ 57,766

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Depreciation and amortization:

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Corporate 65 45 158 138

Depreciation and amortization of discontinued operations — 2,779 — 5,601

Total depreciation and amortization $ 59,872 $ 64,736 $ 118,943 $ 130,226

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Such information attributes revenues based on jurisdictions where revenues are reported (in thousands).

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

United States $ 286,757 $ 284,398 $ 550,232 $ 540,533

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All other countries 34,781 39,394 69,497 77,051

$ 315,068 $ 311,657

March 31, 2022 December 31, 2021

Total $ 337,356 $ 341,293 $ 652,424 $ 652,950

June 30, 2022 December 31, 2021

Long-lived assets:

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Accumulated Other Comprehensive Loss

The following table summarizes the changes in accumulated balances of other comprehensive income (loss), net of tax, for the three months ended March 31, 2022 (in thousands):

The following table summarizes the changes in accumulated balances of other comprehensive loss, net of tax, for the three months ended June 30, 2022 (in thousands):

Unrealized Gains (Losses) on Investments Foreign Currency Translation Total

Beginning balance $ 169 $ ( 57,391 ) $ ( 57,222 )

Balance as of April 1, 2022 $ 169 $ ( 59,600 ) $ ( 59,431 )

Other comprehensive loss before reclassification — ( 24,265 ) ( 24,265 )

Net current period other comprehensive loss — ( 24,265 ) ( 24,265 )

Balance as of June 30, 2022 $ 169 $ ( 83,865 ) $ ( 83,696 )

The following table summarizes the changes in accumulated balances of other comprehensive loss, net of tax, for the six months ended June 30, 2022 (in thousands):

Unrealized Gains (Losses) on Investments Foreign Currency Translation Total

Balance as of January 1, 2022 $ 169 $ ( 57,391 ) $ ( 57,222 )

Other comprehensive loss — ( 30,530 ) ( 30,530 )

Consensus separation adjustment — 4,056 4,056

Net current period other comprehensive loss — ( 26,474 ) ( 26,474 )

Balance as of March 31, 2022 $ 169 $ ( 59,600 ) $ ( 59,431 )

There were no reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2022.

During the three months ended March 31, 2022, accumulated other comprehensive loss and other comprehensive loss were adjusted by approximately $ 4.1 million related to the subsequent accounting for the Separation.

Balance as of June 30, 2022 $ 169 $ ( 83,865 ) $ ( 83,696 )

There were no reclassifications out of accumulated other comprehensive loss for the three and six months ended June 30, 2022.

During the three and six months ended June 30, 2022, accumulated other comprehensive loss and other comprehensive loss were adjusted by approximately zero and $ 4.1 million, respectively, related to the subsequent accounting for the Separation.

ZIFF DAVIS, INC.

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The agreed-upon charges for such services are generally intended to allow the providing company to recover all costs and expenses of providing such services and is expected to terminate no later than twelve months following the Separation.

Amounts due from Consensus as of March 31, 2022 and December 31, 2021 was approximately $ 14.6 million and $ 9.3 million, respectively, related to reimbursement of certain costs pursuant to the transition services agreement, certain transaction related costs and other costs, and is included in ‘Accounts receivable’ within the Condensed Consolidated Balance Sheets.

During the three months ended March 31, 2022, the Company recorded an offset to expense of approximately $ 1.2 million from Consensus related to certain items above within ‘General and administrative expenses’ within the Condensed Consolidated Statements of Operations.

Amounts due from Consensus as of June 30, 2022 and December 31, 2021 were approximately $ 6.2 million and $ 9.3 million, respectively, related to reimbursement of certain costs pursuant to the transition services agreement, certain transaction related costs and other costs, and is included in ‘Accounts receivable’ within the Condensed Consolidated Balance Sheets.

During the three and six months ended June 30, 2022, the Company recorded an offset to expense of approximately zero and $ 1.2 million, respectively, from Consensus related to certain items above within ‘General and administrative expenses’ within the Condensed Consolidated Statements of Operations.

During the three and six months ended June 30, 2022, Consensus paid the Company approximately $ 11.5 million and $ 11.5 million, respectively, related to reimbursement of items described above.

Further, the Company assigned its lease of office space in Los Angeles, California to Consensus.

Ziff Davis will remain the lessee under this lease and its obligations remain in place through October 7, 2022, after which time Consensus will take over the lease in full.

During the three months ended March 31, 2022, the Company recorded an offset to lease expense of approximately $ 0.4 million related to this lease, however, Consensus paid the landlord directly (other than an immaterial amount of sublease payments from Ziff Davis to Consensus).

During the three and six months ended June 30, 2022, the Company recorded an offset to lease expense of approximately $ 0.4 million and $ 0.9 million, respectively, related to this lease, however, Consensus paid the landlord directly (other than an immaterial amount of sublease payments from Ziff Davis to Consensus).

On September 25, 2017, the Company entered into a commitment to invest in the Fund.

The manager, OCV Management, LLC, and general partner of the Fund are entities with respect to which Richard S.

Ressler, former Chairman of the Board, is indirectly the majority equity holder and a related party.

Ressler, former Chairman of the Board, is indirectly the majority equity holder.

Ressler’s tenure with the Board ended as of May 10, 2022.

During the three months ended March 31, 2022 and 2021, the Company recognized expense for management fees of $ 0.8 million and $ 0.8 million, net of tax benefit, respectively.

During the three months ended March 31, 2021, the Company received capital call notices from the management of OCV Management, LLC for $ 7.1 million, inclusive of certain management fees.

Approximately $ 8.1 million was paid for capital call notices during the three months ended March 31, 2021.

Ressler’s tenure with the Board ended, the Fund is no longer a related party and activity subsequent to this date is not included within the following disclosures.

During the three and six months ended June 30, 2022 and 2021, the Company recognized expense for management fees of $ 0.8 million and $ 0.8 million, net of tax benefit, respectively, and $ 1.5 million and $ 1.5 million, net of tax benefit, respectively.

During the six months ended June 30, 2021, the Company received capital call notices from the management of OCV Management, LLC for $ 11.1 million, inclusive of certain management fees.

Approximately $ 10.1 million was paid for capital call notices during the six months ended June 30, 2021.

In addition, subject to the terms and conditions of the Fund’s limited partnership agreement, once the Company has received distributions equal to its invested capital, the Fund’s general partner will be entitled to a carried interest equal to 20 %.

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The commitment was approved by the Audit Committee of the Board in accordance with the Company’s related-party transaction approval policy.

In connection with the settlement of certain litigation generally related to the Company’s investment in the Fund (see Note 9 - Commitments and Contingencies ), among other terms, no further capital calls were made during the three months ended March 31, 2022 or will be made in the future in connection with the Company’s investment in the Fund, nor will any future management fees be paid by the Company to the manager.

In connection with the settlement of certain litigation generally related to the Company’s investment in the Fund (see Note 9 - Commitments and Contingencies ), among other terms, no further capital calls were made during the six months ended June 30, 2022 or will be made in the future in connection with the Company’s investment in the Fund, nor will any future management fees be paid by the Company to the manager.

Subsequent Event

On April 12, 2022, the Company invested $ 15.0 million in Group Black, one of the largest collectives of Black-owned media and diverse creators.

In addition, the parties entered into a strategic partnership focused on creating, amplifying, and monetizing content from Black and diverse creators across Ziff Davis’ portfolio of media brands.

During July and August of 2022, the Company repurchased an additional $ 80.0 million in aggregate principal amount of the 4.625 % Senior Notes at an aggregate purchase price of approximately $ 71.5 million.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements