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Item 9A. Controls and Procedures

2023-03-01 compared with 2022-03-15 · 91 added, 139 removed, 108 unchanged (68% of the section changed)

2 unchanged sentences

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the principal executive officer and the principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our CEO and CFO concluded that, as of December 31, 2021, our disclosure controls and procedures were not effective as of such date due to a material weakness in internal control over financial reporting, described below.

Management’s Report on Internal Control over Financial Reporting

Our CEO and CFO concluded that, as of December 31, 2022, our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control over Financial Reporting

Ziff Davis’ management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and15d-15(f) under the Exchange Act) for Ziff Davis.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Because of the timing of these acquisitions, under Section 404 of the Sarbanes-Oxley Act, management was not required to and therefore did not assess the effectiveness of internal control over financial reporting of all of the 2021 acquisitions (see Note 4 - Business Acquisitions in the accompanying consolidated financial statements).

Based on its assessment, management has concluded that Ziff Davis’s internal control over financial reporting was effective as of December 31, 2022.

Because of the timing of acquisitions in 2022, pursuant to applicable SEC staff guidance, management was not required to and therefore did not assess the effectiveness of internal control over financial reporting of all of the 2022 acquisitions (see Note 4 - Business Acquisitions in the accompanying consolidated financial statements).

These acquisitions combined constituted 5.4% of total assets as of December 31, 2022 and 2.4% of revenues for the year then ended.

Remediation of Material Weakness

During the year ended December 31, 2021, we determined that we did not design and maintain effective controls over the accounting for certain elements related to the Consensus Cloud Solutions, Inc.

(“Consensus”) Spin-off resulting in a material weakness.

(“Consensus”) Spin-off.

The control activities were not designed to allow the Company to timely identify and account for (i) a debt exchange with a third-party lender that resulted in a loss on extinguishment of existing debt, (ii) the unrealized gain on the Company’s remaining 19.9% investment in Consensus, and (iii) the completeness and accuracy of certain amounts classified in discontinued operations in the consolidated financial statements.

Although this control weakness did not result in any material misstatement of our consolidated financial statements for the periods presented, it is reasonably possible that it could have led to a material misstatement of account balances or disclosures.

Accordingly, management has concluded that this control weakness constitute material weakness.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

As a result of the material weakness in internal control over financial reporting described above, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2021.

Following identification of the material weakness and prior to filing this Annual Report on Form 10-K, we completed significant procedures for the year ended December 31, 2021.

Based on these procedures, management believes that our consolidated financial statements included in this Form 10-K have been prepared in accordance with U.S.

Our CEO and CFO have certified that, based on their knowledge, the financial statements, and other financial information included in this Form 10-K, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Form 10-K.

Accordingly, management had concluded that this control weakness constituted a material weakness.

Management has completed the execution of its remediation plan and remediated the material weakness in internal control over financial reporting that was reported as of December 31, 2021.

During 2022, our management enhanced and revised the design of existing controls and procedures over our accounting for significant non-recurring transactions.

These controls relate to the research, analysis and documentation supporting our management’s evaluations, judgments, and conclusions that are required in order to account for significant unusual transactions.

We enhanced our approach to and the execution of the research, analysis, and documentation related to these matters.

Our process of consulting third-party experts was also enhanced and we continue to include outreach to and coordination with experts with the relevant knowledge and experience to assist our management with the evaluation of our accounting for significant non-recurring transactions.

During the fourth quarter of 2022, we completed our testing of the operating effectiveness of the implemented controls and found them to be effective.

As a result, we have concluded the material weakness has been remediated as of December 31, 2022.

Our internal controls over financial reporting as of December 31, 2022 have been audited by BDO USA, LLP, an independent registered public accounting firm, as stated in the attestation report which is included herein.

Remediation Plan for the Material Weakness

To remediate the material weakness, our management is enhancing and revising the design of existing controls and procedures over our accounting for significant unusual transactions.

These controls relate to the research, analysis and documentation supporting our management’s evaluations, judgments, and conclusions that were required in order to account for significant unusual transactions.

We plan to enhance our approach to and the execution of the research, analysis, and documentation related to these matters.

Our existing process of consulting third party experts will also be enhanced and will continue to include outreach to and coordination with experts with the relevant knowledge and experience to assist our management with the evaluation of our accounting for significant unusual transactions.

We believe that these actions will remediate the material weakness.

The material weakness will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

We expect that the remediation of this material weakness will be completed no later than December 31, 2022.

Changes in Internal Control Over Financial Reporting

Other than in respect of the remediation activities undertaken in connection with the material weakness described above, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) which occurred during the fourth quarter of our fiscal year ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other than in respect of the remediation activities described above, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) which occurred during the fourth quarter of our fiscal year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(d) Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors

Shareholders and Board of Directors

Ziff Davis, Inc.

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We have audited Ziff Davis, Inc.’s (the “Company’s”) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (201 3) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule listed in the accompanying index (collectively referred to as “the financial statements”) and our report dated March 14, 2022 expressed an unqualified opinion thereon.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated March 1, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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We believe that our audit provides a reasonable basis for our opinion.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

A material weakness regarding management’s failure to design and maintain controls over the Consensus Cloud Solutions, Inc.

spin-off has been identified and described in management’s assessment.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2021 financial statements, and this report does not affect our report dated March 14, 2022 on those financial statements.

As indicated in the accompanying Item 9A, Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of 2021 acquisitions, which are included in the consolidated balance sheets of the Company as of December 31, 2021, and the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for the year then ended.

These acquisitions combined constituted 5.3% of total assets as of December 31, 2021, and 2.8% of revenues from continuing operations for the year then ended.

As indicated in the accompanying Item 9A, Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of 2022 acquisitions, which are included in the consolidated balance sheets of the Company as of December 31, 2022, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the year then ended.

These acquisitions combined constituted 5.4% of total assets as of December 31, 2022, and 2.4% of revenues for the year then ended.

Management did not assess the effectiveness of internal control over financial reporting of the 2022 acquisitions because of the timing of these acquisitions.

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Other Information

On October 7, 2021, the Separation was completed and the Company transferred J2 Cloud Services, LLC to Consensus who in turn transferred non-fax assets and liabilities back to the Company such that Consensus was left with the cloud fax business.

The Separation was achieved through the Company’s distribution of 80.1% of the shares of Consensus common stock to holders of J2 Global, Inc.

common stock as of the close of business on October 1, 2021, the record date for the distribution.

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

The Separation was effectuated pursuant to a Separation and Distribution Agreement, dated October 7, 2021 (the “Separation and Distribution Agreement”), as Exhibit 2.1 of this report.

Attached to this report as Exhibit 99.1 are the unaudited pro forma statement of operations of the Company for the nine months ended September 30, 2021 and the fiscal years ended December 31, 2020, December 31, 2019, and December 31, 2018, and the unaudited pro forma consolidated balance sheet as of September 30, 2021.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated by reference to the information to be set forth in our proxy statement (“2022 Proxy Statement”) for the 2022 annual meeting of stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2021.

Executive Compensation

The information required by this item is incorporated by reference to the information to be set forth in our 2022 Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated by reference to the information to be set forth in our 2022 Proxy Statement.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference to the information to be set forth in our 2022 Proxy Statement.

Principal Accounting Fees and Services

The information required by this item is incorporated by reference to the information to be set forth in our 2022 Proxy Statement.

Information required under Item 10, Directors, Executive Officers and Corporate Governance, Item 11, Executive Compensation, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, Item 13, Certain Relationships and Related Transactions, and Director Independence and Item 14, Principal Accountant Fees and Services, is hereby incorporated by reference to the information to be set forth in our proxy statement for the 2022 annual meeting of stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2022.

Exhibits and Financial Statement Schedules

Financial Statements.

(a) (1) Financial Statements .

The following financial statements are filed as a part of this Annual Report on Form 10-K:

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Notes to Consolidated Financial Statements

Financial Statement Schedule

(a) (2) Financial Statement Schedule.

The following financial statement schedule is filed as part of this Annual Report on Form 10-K:

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All other schedules are omitted because they are not required or the required information is shown in the financial statements or notes thereto.

(a) (3) Exhibits.

The following exhibits are filed with this Annual Report on Form 10-K or are incorporated herein by reference as indicated below (numbered in accordance with Item 601 of Regulation S-K).

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and Consensus Cloud Solutions, Inc.

Amended and Restated Certificate of Incorporation of J2 Global, Inc., dated as of June 10, 2014 (8)

Amendment to the Amended and Restated Certificate of Incorporation of J2 Global, Inc., dated as of September 5, 2019 (1 7 )

(incorporated by reference to Exhibit 2.1 to Ziff Davis’ Current Report on Form 8-K filed on October 8, 2021.

Amended and Restated Certificate of Incorporation of J2 Global, Inc., dated as of June 10, 2014 (incorporated by reference to Exhibit 3.1 to Ziff Davis’ Current Report on Form 8-K filed on June 10, 2014 (File No.

Amendment to the Amended and Restated Certificate of Incorporation of J2 Global, Inc., dated as of September 5, 2019 (incorporated by reference to Exhibit 3.1 to Ziff Davis’ Current Report on Form 8-K filed with the Commission on November 1, 2019 (File 0-25965))

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Ziff Davis, Inc.

dated as of October 7, 2021 (26)

Fifth Amended and Restated By-Laws (27)

Specimen of Common Stock Certificate (6)

Indenture, dated as of June 10, 2014 (9)

First Supplemental Indenture, dated as of June 17, 2014 (10)

Indenture, dated as of June 27, 2017 (1 3 )

Indenture, dated as of November 15, 2019 (1 8 )

Description of Registered Securities (2 1 )

Indenture, dated as of October 7, 2020 (7)

Form of Waiver Regarding Restricted Stock Agreements (2 2 )

dated as of October 7, 2021 (incorporated by reference to Exhibit 3.1 to Ziff Davis’ Current Report on Form 8-K filed on October 8, 2021.

Fifth Amended and Restated By-Laws (incorporated by reference to Exhibit 3.4 to Ziff Davis’ Quarterly Report on Form 10-Q filed on November 9, 2021 (File No.

Specimen of Common Stock Certificate (Incorporated by reference to Exhibit 4.1.2 to Ziff Davis’ Current Report on Form 8-K filed on December 7, 2011 (File No.

Indenture, dated as of June 10, 2014 (incorporated by reference to Exhibit 4.1 to Ziff Davis’ Registration Statement on Form S-3ASR filed on June 10, 2014, Registration No.

333-196640 (File No.

First Supplemental Indenture, dated as of June 17, 2014 (incorporated by reference to Exhibit 4.2 to Ziff Davis’ Current Report on Form 8-K filed on June 17, 2014 (File No.

Indenture, dated as of November 15, 2019 (incorporated by reference to Exhibit 4.1 to Ziff Davis’ Current Report on Form 8-K filed on November 15, 2019 (File No.

Description of Registered Securities (incorporated by reference to Exhibit 4.5 to Ziff Davis’ Annual Report on Form 10-K filed on March 2, 2020 (File No.

Indenture, dated as of October 7, 2020 (incorporated by reference to Exhibit 4.1 to Ziff Davis’ Current Report on Form 8-K filed on October 7, 2020 (File No.

Form of Waiver Regarding Restricted Stock Agreements (incorporated by reference to Exhibit 10.1 to Ziff Davis’ Current Report on Form 10-Q filed on August 10, 2020 (File No.

J2 Global, Inc.

2007 Stock Option Plan (5)

2007 Stock Option Plan (incorporated by reference to Exhibit A to Ziff Davis’ Definitive Proxy Statement on Schedule 14A filed on September 18, 2007 (File No.

J2 Global, Inc.

2015 Stock Option Plan (11)

2015 Stock Option Plan (incorporated by reference to Annex A to Ziff Davis’ Definitive Proxy Statement on Schedule 14A filed on March 26, 2015 (File No.

Form of Restricted Stock Agreement Pursuant to J2 Global, Inc.

2015 Stock Option Plan ( 2 3 )

2015 Stock Option Plan (incorporated by reference to Exhibit 10.4 to Ziff Davis’ Quarterly Report on Form 10-Q filed on May 10, 2021 (File No.

Form of Restricted Stock Unit Agreement Pursuant to J2 Global, Inc.

2015 Stock Option Plan (incorporated by reference to Exhibit 10.1 to Ziff Davis’ Quarterly Report on Form 10-Q filed on May 10, 2021 (File No.

Form of Performance Stock Unit Agreement Pursuant to J2 Global, Inc.

2015 Stock Option Plan (23)

2015 Stock Option Plan ( i ncorporated by reference to Exhibit 10.2 to Ziff Davis’ Quarterly Report on Form 10-Q filed on May 10, 2021 (File No.

Amended and Restated J2 Global, Inc.

2001 Employee Stock Purchase Plan (4)

2001 Employee Stock Purchase Plan (incorporated by reference to Ziff Davis’ Current Report on Form 8-K filed with the Commission on May 3, 2006 File No.

Amendment to Amended and Restated J2 Global, Inc.

2001 Employee Stock Purchase Plan (1 4 )

Letter Agreement, dated as of April 1, 2001, between J2 Global, Inc.

and Orchard Capital Corporation (2)

Amendment to Letter Agreement, dated as of December 31, 2001, between J2 Global, Inc.

and Orchard Capital Corporation (3)

Registration Rights Agreement, dated as of June 30, 1998, by and among JFAX Communications, Inc., the Delaware State Employees’ Retirement Fund, the Declaration of Trust for Defined Benefit Plan of ICI American Holdings Inc., the Declaration of Trust for Defined Benefit Plan of Zeneca Holdings Inc., the J.W.

McConnell Family Foundation, DCJ Fund Investment Partners II, L.P., DLJ Capital Corporation, GMT Partners, LLC, Orchard/JFAX Investors, L.L.C.

and DLJ Private Equity Employees Fund, L.P.

2001 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to Ziff Davis’ Current Report on Form 8-K filed on February 8, 2018 (File No.

Employment Agreement between Ziff Davis, Inc.

and Vivek Shah, effective as of June 13, 2022 (incorporated by reference to Exhibit 10.1 to Ziff Davis’ Current Report on Form 8-K filed on June 15, 2022 (File No.

Employment Agreement between Ziff Davis, Inc.

and Bret Richter, effective as of June 13, 2022 (incorporated by reference to Exhibit 10.2 to Ziff Davis’ Current Report on Form 8-K filed on June 15, 2022 (File No.

Employment Agreement between Ziff Davis, Inc.

and Jeremy D.

Rossen, effective as of June 13, 2022 (incorporated by reference to Exhibit 10.3 to Ziff Davis’ Current Report on Form 8-K filed on June 15, 2022 (File No.

Employment Agreement between Ziff Davis, Inc.

and Layth Taki, effective as of September 27, 2022 (incorporated by reference to Exhibit 10.1 to Ziff Davis’ Quarterly Report on From 10-Q filed on November 9, 2022 (File No.

Separation and Release of Claims Agreement between Steve Dunn and Ziff Davis, Inc.

(incorporated by reference to Exhibit 10.2 to Ziff Davis’ Quarterly Report on From 10-Q filed on November 9, 2022 (File No.

Second Amended and Restated Limited Partnership Agreement, dated as of January 19, 2018, by and among OCV I GP, LLC and J2 Global, Inc.

Credit Agreement, dated as of January 7, 2019, among J2 Cloud Services , LLC, MUFG Union Bank, N.A., as Administrative Agent, and MUFG Union Bank, N.A., as Sole Lead Arranger (1 6 )

First Amendment to Credit Agreement, dated July 1, 2019 ( 19 )

Second Amendment to Credit Agreement, dated August 16, 2019 (2 0 )

Credit Agreement, dated as of April 7, 2021, among J2 Global, Inc., the Lenders from time to time party thereto and MUFG Union Bank, N.A., as Administrative Agent and Collateral Agent (24)

(incorporated by reference to Exhibit 10.9 to Ziff Davis’ Current Report on Form 10-K filed on March 1, 2018 (File No.

Credit Agreement, dated as of April 7, 2021, among J2 Global, Inc., the Lenders from time to time party thereto and MUFG Union Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to Ziff Davis’ Quarterly Report on Form 10-Q filed on August 9, 2021 (File No.

First Amendment to Credit Agreement, dated as of June 2, 2021, by and among J2 Global, Inc., the subsidiaries of J2 Global, Inc.

party thereto as guarantors, Citicorp North America Inc.

and MUFG (4) Union Bank, N.A., as lenders, and MUFG Union Bank, N.A., as administrative agent for the lenders.(24)

and MUFG (4) Union Bank, N.A., as lenders, and MUFG Union Bank, N.A., as administrative agent for the lenders (incorporated by reference to Exhibit 10.2 to Ziff Davis’ Quarterly Report on Form 10-Q filed on August 9, 2021 (File No.

Second, Third and Fourth Amendments to Credit Agreement by and among J2 Global, Inc., the subsidiaries of J2 Global, Inc.

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and MUFG Union Bank, N.A., as lenders, and MUFG Union Bank, N.A., as administrative agent for the lenders.

(incorporated by reference to Exhibit 10.1 to Ziff Davis’ Current Report on Form 8-K filed on September 22, 2021 (File No.

Fifth Amendment to the Credit Agreement, dated as of June 10, 2022, among Ziff Davis, Inc., the Guarantors, the lenders party to Amendment constituting Required Lender and all of the Term Lenders and MUFG UNION BANK, N.A.

as administrative agent for the Lenders (incorporated by reference to Exhibit 10.5 to Ziff Davis’ Quarterly Report on Form 10-Q filed on August 9, 2022 (File No.

Sixth Amendment to Credit Agreement, dated as of September 15, 2022, among Ziff Davis, Inc., the Guarantors, the lenders party to Amendment constituting Required Lenders and all of the Term Loan Two Lenders and MUFG UNION BANK, N.

A., as administrative agent for the Lenders (incorporated by reference to Exhibit 10.3 to Ziff Davis’ Quarterly Report on Form 10-Q filed on November 9, 2022 (File No.

Transition Services Agreement, dated as of October 7, 2021, by and between Ziff Davis, Inc.

and Consensus Cloud Solutions, Inc.

(incorporated by reference to Exhibit 10.1 to Ziff Davis’ Current Report on Form 8-K filed on October 8, 2021.

First Amendment to Transition Services Agreement, dated as of Oc tober 6, 2022 , by and between Ziff Davis, Inc.

and Consensus Cloud Solutions, Inc.

Second Amendment to Transition Services Agreement, dated as of January 3, 2023 , by and between Ziff Davis, Inc.

and Consensus Cloud Solutions, Inc.

Tax Matters Agreement, dated as of October 7, 2021, by and between Ziff Davis, Inc.

and Consensus Cloud Solutions, Inc.

(incorporated by reference to Exhibit 10.2 to Ziff Davis’ Current Report on Form 8-K filed on October 8, 2021.

Employee Matters Agreement, dated as of October 7, 2021, by and between Ziff Davis, Inc.

and Consensus Cloud Solutions, Inc.

(incorporated by reference to Exhibit 10.3 to Ziff Davis’ Current Report on Form 8-K filed on October 8, 2021.

Intellectual Property License Agreement, dated as of October 7, 2021, by and between Ziff Davis, Inc.

and Consensus Cloud Solutions, Inc.

(incorporated by reference to Exhibit 10.4 to Ziff Davis’ Current Report on Form 8-K filed on October 8, 2021.

Stockholder and Registration Rights Agreement, dated as of October 7, 2021, by and between Ziff Davis, Inc.

and Consensus Cloud Solutions, Inc.

(incorporated by reference to Exhibit 10.5 to Ziff Davis’ Current Report on Form 8-K filed on October 8, 2021.

Stipulation of Settlement and Amendment No.

1 to the Second Amended and Restated Limited Partnership Agreement

Order Approving Stipulated Settlement

List of subsidiaries of J2 Global, Inc.

1 to the Second Amended and Restated Limited Partnership Agreement (incorporated by reference to Exhibit 10.15 to Ziff Davis’ Annual Report on Form 10-K filed on March 15, 2022 (File No.

Order Approving Stipulated Settlement (incorporated by reference to Exhibit 10.16 to Ziff Davis’ Annual Report on Form 10-K filed on March 15, 2022 (File No.

Termination Agreement, dated April 25, 2022, by and between Ziff Davis, Inc.

and Orchard Capital Corporation (incorporated by reference to Exhibit 10.1 to Ziff Davis’ Current Report on Form 8-K filed on April 25, 2022 (File No.

List of subsidiaries of Ziff Davis, Inc.

Consent of Independent Registered Public Accounting Firm – BDO USA, LLP

2 unchanged sentences

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

Unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2021 and the fiscal years ended December 31, 2020, December 31, 2019, and December 31, 2018 , and the unaudited pro forma consolidated balance sheet as of September 30, 2021

101.INS XBRL Instance Document

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104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

____________________

(1) Incorporated by reference to Ziff Davis’ Registration Statement on Form S-1 filed with the Commission on April 16, 1999,

Registration No.

(2) Incorporated by reference to Ziff Davis’ Annual Report on Form 10-K/A filed with the Commission on April 30, 2001.

(3) Incorporated by reference to Ziff Davis’ Annual Report on Form 10-K filed with the Commission on April 1, 2002.

(4) Incorporated by reference to Ziff Davis’ Current Report on Form 8-K filed with the Commission on May 3, 2006.

(5) Incorporated by reference to Exhibit A to Ziff Davis’ Definitive Proxy Statement on Schedule 14A filed with the Commission on September 18, 2007.

(6) Incorporated by reference to Ziff Davis’ Current Report on Form 8-K filed with the Commission on December 7, 2011.

(7) Incorporated by reference to Ziff Davis’ Current Report on Form 8-K filed with the Commission on October 7, 2020.

(8) Incorporated by reference to Ziff Davis’ Current Report on Form 8-K filed with the Commission on June 10, 2014.

(9) Incorporated by reference to Ziff Davis’ Registration Statement on Form S-3ASR filed with the Commission on June 10, 2014, Registration No.

(10) Incorporated by reference to Ziff Davis’ Current Report on Form 8-K filed with the Commission on June 17, 2014.

(11) Incorporated by reference to Annex A to Ziff Davis’ Definitive Proxy Statement on Schedule 14A filed with the Commission on March 26, 2015.

(12) Incorporated by reference to Ziff Davis’ Current Report on Form 8-K filed with the Commission on May 11, 2020.

(13) Incorporated by reference to Ziff Davis’ Current Report on Form 8-K filed with the Commission on June 27, 2017.

(14) Incorporated by reference to Ziff Davis’ Current Report on Form 8-K filed with the Commission on February 8, 2018.

(15) Incorporated by reference to Ziff Davis’ Current Report on Form 10-K filed with the Commission on March 1, 2018.

(16) Incorporated by reference to Ziff Davis’ Current Report on Form 8-K filed with the Commission on January 9, 2019.

(17) Incorporated by reference to Ziff Davis’ Current Report on Form 8-K filed with the Commission on November 1, 2019.

(18) Incorporated by reference to Ziff Davis’ Current Report on Form 8-K filed with the Commission on November 15, 2019.

(19) Incorporated by reference to Ziff Davis’ Current Report on Form 8-K filed with the Commission on July 1, 2019.

(20) Incorporated by reference to Ziff Davis’ Current Report on Form 8-K filed with the Commission on August 16, 2019.

(21) Incorporated by reference to Ziff Davis’ Annual Report on Form 10-K filed with the Commission on March 2, 2020.

(22) Incorporated by reference to Ziff Davis’ Current Report on Form 10-Q filed with the Commission on August 10, 2020.

(23) Incorporated by reference to Ziff Davis’ Quarterly Report on Form 10-Q filed with the Commission on May 10, 2021.

(24) Incorporated by reference to Ziff Davis’ Quarterly Report on Form 10-Q filed with the Commission on August 9, 2021.

(25) Incorporated by reference to Ziff Davis’ Current Report on Form 8-K filed with the Commission on September 22, 2021.

(26) Incorporated by reference to Ziff Davis’ Current Report on Form 8-K filed with the Commission on October 8, 2021.

(27) Incorporated by reference to Ziff Davis’ Quarterly Report on Form 10-Q filed with the Commission on November 9, 2021.

* A management or compensatory plan or arrangement required to be filed as an exhibit to this report pursuant to Item 15(b) of Form 10-K.

** This instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

Form 10-K Summary

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(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated, in each case on March 14, 2022.

Signature Title

/s/ VIVEK SHAH Chief Executive Officer and a Director

Signature Title Date

/s/ VIVEK SHAH Chief Executive Officer and a Director March 1, 2023

Vivek Shah (Principal Executive Officer)

/s/ BRET RICHTER Chief Financial Officer

/s/ BRET RICHTER Chief Financial Officer March 1, 2023

(Principal Financial Officer)

DUNN Chief Accounting Officer

/s/ RICHARD S.

RESSLER Chairman of the Board and a Director

/s/ SARAH FAY Director

/s/ TRACE HARRIS Director

/s/ LAYTH TAKI Chief Accounting Officer March 1, 2023

/s/ SARAH FAY Director March 1, 2023

/s/ TRACE HARRIS Director March 1, 2023

/s/ WILLIAM B.

KRETZMER Director

KRETZMER Director March 1, 2023

/s/ JONATHAN F.

MILLER Director

TAYLOR Director

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

Description Balance at

Write-offs (1)

and recoveries

Year Ended December 31, 2021:

Allowance for doubtful accounts $ 11,552 $ 3,107 $ ( 4,848 ) $ 9,811

Deferred tax asset valuation allowance $ 8,262 $ 178 $ ( 6,628 ) $ 1,812

Year Ended December 31, 2020:

Allowance for doubtful accounts $ 8,480 $ 5,315 $ ( 2,243 ) $ 11,552

Deferred tax asset valuation allowance $ 563 $ 9,456 $ ( 1,757 ) $ 8,262

Year Ended December 31, 2019:

Allowance for doubtful accounts $ 6,369 $ 5,884 $ ( 3,773 ) $ 8,480

Deferred tax asset valuation allowance $ — $ 595 $ ( 32 ) $ 563

______________________

(1) Represents specific amounts written off that were considered to be uncollectible.

MILLER Director March 1, 2023

TAYLOR Director March 1, 2023

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-K

Item 9A. Controls and Procedures