Ziff Davis, Inc 10-Q for FY2022 Q3

Ziff Davis, Inc. (ZD)

10-Q 2022-11-09 For: 2022-09-30

Added on April 09, 2026

About this 10-Q

Ziff Davis, Inc filed this 10-Q on November 9, 2022, covering the quarter ended September 30, 2022 (FY2022 Q3).

Headline figures

Quarter ended September 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $341.87M; down 3.7% from $355.14M a year earlier
Net income: $18.19M; down 57.3% from net income of $42.57M a year earlier
Diluted EPS: $0.39; down 55.7% from $0.88 a year earlier

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(1) Includes share-based compensation expense as follows:
Cost of revenues	$	142	$	67	$	226	$	150
Sales and marketing	1,106		278		1,675		544
Research, development and engineering	852		458		1,481		876
General and administrative	5,603		5,066		11,038		10,029
Total	$	7,703	$	5,869	$	14,420	$	11,599


Delaware			47-1053457
(State or other jurisdiction			(I.R.S. Employer
of incorporation or organization)			Identification No.)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	ZD	Nasdaq Stock Market LLC


			PAGE

PART I.	FINANCIAL INFORMATION

	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets (Unaudited)	3
		Condensed Consolidated Statements of Operations (Unaudited)	4
		Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited)	6
		Condensed Consolidated Statements of Cash Flows (Unaudited)	7
		Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	9
		Notes to Condensed Consolidated Financial Statements (Unaudited)	11

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	47

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	60

	Item 4.	Controls and Procedures	62


PART II.	OTHER INFORMATION

	Item 1.	Legal Proceedings	63

	Item 1A.	Risk Factors	63

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63

	Item 3.	Defaults Upon Senior Securities	63

	Item 4.	Mine Safety Disclosures	63

	Item 5.	Other Information	64

	Item 6.	Exhibits	64

		Signatures	65


	September 30, 2022		December 31, 2021
ASSETS
Cash and cash equivalents	$	621,917	$	694,842

Short-term investments	54,897		229,200
Accounts receivable, net of allowances of $6,425 and $9,811, respectively (includes $1,216 and $9,272 due from related party, respectively)	232,297		316,342
Prepaid expenses and other current assets	66,193		60,290

Total current assets	975,304		1,300,674
Long-term investments	124,228		122,593
Property and equipment, net	171,181		161,209
Operating lease right-of-use assets	44,257		55,617
Trade names, net	142,044		147,761
Customer relationships, net	227,126		275,451
Goodwill	1,579,957		1,531,455
Other purchased intangibles, net	129,282		149,513
Deferred income taxes, noncurrent	7,636		5,917
Other assets	32,053		20,090
TOTAL ASSETS	$	3,433,068	$	3,770,280
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses	$	212,926	$	229,772

Deferred revenue, current	180,136		185,571


Operating lease liabilities, current	23,171		27,156


Current portion of long-term debt	—		54,609
Other current liabilities	222		130
Total current liabilities	416,455		497,238
Long-term debt	998,499		1,036,018
Deferred revenue, noncurrent	8,742		14,839

Operating lease liabilities, noncurrent	38,334		53,708
Income taxes payable, noncurrent	11,675		11,675
Liability for uncertain tax positions	45,439		42,546
Deferred income taxes	83,038		108,982
Other long-term liabilities	37,241		37,542
TOTAL LIABILITIES	1,639,423		1,802,548
Commitments and contingencies (Note 9)
Preferred stock, $0.01 par value. Authorized 1,000,000 and none issued	—		—
Preferred stock - Series A, $0.01 par value. Authorized 6,000; total issued and outstanding zero	—		—
Preferred stock - Series B, $0.01 par value. Authorized 20,000; total issued and outstanding zero	—		—
Common stock, $0.01 par value. Authorized 95,000,000; total issued and outstanding 47,189,907 and 47,440,137 shares at September 30, 2022 and December 31, 2021, respectively.	472		474
Additional paid-in capital	432,272		509,122

Retained earnings	1,469,519		1,515,358
Accumulated other comprehensive loss	(108,618)		(57,222)
TOTAL STOCKHOLDERS’ EQUITY	1,793,645		1,967,732
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,433,068	$	3,770,280


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Total revenues	$	341,873	$	355,144	$	994,297	$	1,008,094

Cost of revenues (1)	52,603		49,698		144,707		142,335
Gross profit	289,270		305,446		849,590		865,759
Operating expenses:
Sales and marketing (1)	119,474		126,577		361,013		354,949
Research, development and engineering (1)	17,735		19,619		55,883		56,999
General and administrative (1)	95,658		114,240		299,842		339,236
Goodwill impairment on business	27,369		—		27,369		32,629
Total operating expenses	260,236		260,436		744,107		783,813
Income from operations	29,034		45,010		105,483		81,946
Interest expense, net	(8,560)		(14,490)		(28,419)		(56,980)
Gain on debt extinguishment, net	10,112		—		11,505		—
Loss on sale of businesses, net	—		(24,600)		—		(21,798)
Unrealized gain (loss) on short-term investments held at the reporting date, net	4,201		—		(14,165)		—
Gain (loss) on investments, net	471		—		(47,772)		(16,677)
Other income (loss), net	4,218		107		12,962		(466)
Income (loss) from continuing operations before income taxes and (loss) income from equity method investment, net	39,476		6,027		39,594		(13,975)
Income tax (expense) benefit	(18,100)		2,665		(33,231)		19,883
(Loss) income from equity method investment, net	(3,191)		(1,923)		(10,077)		16,596
Net income (loss) from continuing operations	18,185		6,769		(3,714)		22,504
Income from discontinued operations, net of income taxes	—		35,800		—		113,705
Net income (loss)	$	18,185	$	42,569	$	(3,714)	$	136,209

Net income (loss) per common share from continuing operations:
Basic	$	0.39	$	0.14	$	(0.08)	$	0.50
Diluted	$	0.39	$	0.14	$	(0.08)	$	0.47
Net income per common share from discontinued operations:
Basic	$	—	$	0.77	$	—	$	2.51
Diluted	$	—	$	0.74	$	—	$	2.39
Net income (loss) per common share:
Basic	$	0.39	$	0.91	$	(0.08)	$	3.01
Diluted	$	0.39	$	0.88	$	(0.08)	$	2.86
Weighted average shares outstanding:
Basic	46,871,897		46,738,073		46,967,671		45,258,819
Diluted	46,871,897		48,582,585		46,967,671		47,565,062

(1) Includes share-based compensation expense as follows:
Cost of revenues	$	63	$	70	$	289	$	220
Sales and marketing	772		335		2,447		879
Research, development and engineering	567		514		2,048		1,390
General and administrative	4,984		5,484		16,022		15,513
Total	$	6,386	$	6,403	$	20,806	$	18,002


	Nine Months Ended September 30,
Cash flows from operating activities:	2022		2021
Net (loss) income	$	(3,714)	$	136,209
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	174,880		196,443

Amortization of financing costs and discounts	2,051		21,295
Non-cash operating lease costs	9,043		8,366
Share-based compensation	20,806		19,119
Provision for credit losses on accounts receivable	(1,142)		7,934
Deferred income taxes, net	(13,552)		2,537
Gain on extinguishment of debt, net	(11,505)		—

Gain on sale of businesses	—		21,798
Goodwill impairment on business	27,369		32,629
Changes in fair value of contingent consideration	(2,305)		(567)
Loss (income) from equity method investments	10,077		(16,596)
Unrealized gain (loss) on short-term investments held at the reporting date	14,165		—
Loss on investments, net	47,772		16,677
Other	269		9,591
Decrease (increase) in:
Accounts receivable (includes $9,425 and $0 with related parties)	85,121		49,888
Prepaid expenses and other current assets	3,177		(10,610)
Operating lease right-of-use assets	3,851		2,833
Other assets	(12,518)		(2,378)
Increase (decrease) in:
Accounts payable and accrued expenses	(24,974)		(1,409)
Income taxes payable	13,529		(37,863)
Deferred revenue	(25,400)		4,774
Operating lease liabilities	(23,027)		(22,179)
Liability for uncertain tax positions	2,893		(2,903)
Other long-term liabilities	(3,647)		(5,336)


Net cash provided by operating activities	293,219		430,252
Cash flows from investing activities:
Proceeds from sale of available-for-sale investments	—		663
Investment in available-for-sale securities	(15,000)		—
Distribution from equity method investment	—		15,327
Purchases of equity method investment	—		(22,249)
Purchases of equity investments	—		(999)

Purchases of property and equipment	(80,767)		(87,495)

Acquisition of businesses, net of cash received	(104,094)		(112,444)
Proceeds from sale of businesses, net of cash divested	—		48,876
Purchases of intangible assets	—		(1,255)


Net cash used in investing activities	(199,861)		(159,576)
Cash flows from financing activities:

Payment of debt	(166,904)		(402,414)


Proceeds from term loan	112,286		—
Debt extinguishment costs	(756)		—
Proceeds from bridge loan	—		485,000


Repurchase of common stock	(76,545)		(29,855)
Issuance of common stock under employee stock purchase plan	5,235		4,232
Exercise of stock options	148		2,880

Deferred payments for acquisitions	(14,734)		(13,387)
Other	(559)		(6,619)


Net cash (used in) provided by financing activities	(141,829)		39,837
Effect of exchange rate changes on cash and cash equivalents	(24,454)		(6,698)
Net change in cash and cash equivalents	(72,925)		303,815
Cash and cash equivalents at beginning of period	694,842		242,652
Cash and cash equivalents at beginning of period associated with discontinued operations	—		66,210
Cash and cash equivalents at beginning of period associated with continuing operations	694,842		176,442
Cash and cash equivalents at end of period	621,917		546,467
Cash and cash equivalents at end of period associated with discontinued operations	—		31,210
Cash and cash equivalents at end of period associated with continuing operations	$	621,917	$	515,257


	Three Months Ended September 30, 2021
										Accumulated
	Common stock			Additional paid-in	Retained		other comprehensive			Total Stockholders’
	Shares	Amount			capital			earnings		loss		Equity
Balance, July 1, 2021	44,708,235	$	447		$	461,422		$	892,605	$	(59,974)	$	1,294,500
Net income	—	—			—			42,569		—		42,569
Other comprehensive loss, net of tax expense of $37	—	—			—			—		(11,215)		(11,215)
Exercise of stock options	23,250	—			1,549			—		—		1,549
Redemption of 3.25% Convertible Note including tax impact	3,031,817	31			44,192			—		—		44,223
Vested restricted stock	112,166	1			(1)			—		—		—
Repurchase and retirement of common stock	(49,641)	(1)			(3,035)			(3,885)		—		(6,921)
Share-based compensation	—	—			6,755			—		—		6,755
Other, net	—	—			(2,389)			188		—		(2,201)
Balance, September 30, 2021	47,825,827	$	478		$	508,493		$	931,477	$	(71,189)	$	1,369,259


	Three Months Ended September 30, 2022
										Accumulated
	Common stock			Additional paid-in	Retained		other comprehensive			Total Stockholders’
	Shares	Amount			capital			earnings		loss		Equity
Balance, July 1, 2022	47,191,337	$	472		$	426,104		$	1,451,316	$	(83,696)	$	1,794,196

Net income	—	—			—			18,185		—		18,185
Other comprehensive loss, net of tax expense of zero	—	—			—			—		(24,922)		(24,922)



Issuance of restricted stock, net	1,171	—			—			—		—		—
Repurchase and retirement of common stock	(2,601)	—			(218)			18		—		(200)
Share-based compensation	—	—			6,386			—		—		6,386


Balance, September 30, 2022	47,189,907	$	472		$	432,272		$	1,469,519	$	(108,618)	$	1,793,645


	Nine months ended September 30, 2021
										Accumulated
	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	—	—			—			136,209		—		136,209
Other comprehensive loss, net of tax expense of $37	—	—			—			—		(16,383)		(16,383)

Exercise of stock options	68,601	1			2,879			—		—		2,880
Issuance of shares under employee stock purchase plan	58,145	1			4,231			—		—		4,232
Redemption of 3.25% Convertible Note including tax impact	3,050,850	31			44,191			—		—		44,222
Vested restricted stock	546,684	5			(5)			—		—		—
Repurchase and retirement of common stock	(245,083)	(3)			(15,825)			(14,027)		—		(29,855)
Share-based compensation	—	—			19,119			—		—		19,119
Other, net	—	—			(2,371)			188		—		(2,183)
Balance, September 30, 2021	47,825,827	$	478		$	508,493		$	931,477	$	(71,189)	$	1,369,259


	Nine Months Ended September 30, 2022
										Accumulated
	Common stock			Additional paid-in	Retained		other comprehensive			Total Stockholders’
	Shares	Amount			capital			earnings		loss		Equity
Balance, January 1, 2022	47,440,137	$	474		$	509,122		$	1,515,358	$	(57,222)	$	1,967,732
Reclassification of the equity component of 1.75% Convertible Notes to liability upon adoption of ASU 2020-06	—	—			(88,137)			23,436		—		(64,701)
Net loss	—	—			—			(3,714)		—		(3,714)
Other comprehensive loss, net of tax expense of zero	—	—			—			—		(51,396)		(51,396)
Exercise of stock options	5,439	—			148			—		—		148
Issuance of shares under employee stock purchase plan	76,741	1			5,234			—		—		5,235

Issuance of restricted stock, net	456,963	4			(4)			—		—		—
Repurchase and retirement of common stock	(789,373)	(7)			(14,881)			(61,657)		—		(76,545)
Share-based compensation	—	—			20,806			—		—		20,806

Other, net	—	—			(16)			(3,904)		—		(3,920)
Balance, September 30, 2022	47,189,907	$	472		$	432,272		$	1,469,519	$	(108,618)	$	1,793,645


Assets and Liabilities	Valuation
Accounts receivable	$	7,433
Prepaid expenses and other current assets		4,915
Property and equipment		369
Operating lease right-of-use assets, noncurrent		546
Trade names		12,838
Customer relationship		20,540
Goodwill		93,827

Other intangibles		18,165
Other long-term assets		11

Accounts payable and accrued expenses		(4,656)

Deferred revenue		(21,332)






Deferred tax liability		(10,436)
Other long-term liabilities		(516)

Total	$	121,704


	Three Months Ended September 30, 2021		Nine months ended September 30, 2021

	(unaudited)		(unaudited)
Revenues	$	374,202	$	1,045,184
Net income from continuing operations	$	6,886	$	25,490
Income per common share from continuing operations - Basic	$	0.15	$	0.56
Income per common share from continuing operations - Diluted	$	0.14	$	0.54


	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Net gains (losses) during the period	$	4,672	$	(61,937)
Less: gains (losses) on securities sold during the period	471		(47,772)
Unrealized gains (losses) recognized during the period on equity securities held at the reporting date	$	4,201	$	(14,165)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Digital Media
Advertising	$	186,921	$	198,794	$	546,186	$	574,465
Subscription	64,780		52,010		179,257		145,935
Other	12,195		11,625		31,980		22,880
Total Digital Media revenues	$	263,896	$	262,429	$	757,423	$	743,280

Cybersecurity and Martech
Subscription	$	78,192	$	93,071	$	237,596	$	265,580

Total Cybersecurity and Martech revenues	$	78,192	$	93,071	$	237,596	$	265,580


Elimination of inter-segment revenues	(215)		(356)		(722)		(766)
Total Revenues	$	341,873	$	355,144	$	994,297	$	1,008,094

Timing of revenue recognition
Point in time	$	14,417	$	13,607	$	32,602	$	30,669
Over time	327,456		341,537		961,695		977,425
Total	$	341,873	$	355,144	$	994,297	$	1,008,094


	September 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	$	—


			§			Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

			§			Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

			§			Level 3 – Unobservable inputs which are supported by little or no market activity.


	Digital Media		Cybersecurity and Martech		Consolidated
Balance as of January 1, 2022	$	996,659	$	534,796	$	1,531,455
Goodwill acquired (Note 3)	93,827		—		93,827

Goodwill impairment	(27,369)		—		(27,369)
Purchase accounting adjustments (Note 3)	4,943		(137)		4,806

Foreign exchange translation	(5,952)		(16,810)		(22,762)
Balance as of September 30, 2022	$	1,062,108	$	517,849	$	1,579,957


	September 30, 2022
	Carrying value		Maximum exposure
Investment in corporate debt securities	$	15,000	$	15,000


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
September 30, 2022
Investment in corporate debt securities	$	15,000	$	—	$	—	$	15,000
Total	$	15,000	$	—	$	—	$	15,000


	September 30, 2022		December 31, 2021
Equity securities	$	109,228	$	122,593
Maximum exposure to loss	$	109,228	$	122,593


	Nine Months Ended September 30, 2021

Capital expenditures	$	15,252
Depreciation and amortization	$	8,941

Deferred taxes	$	5,306


September 30, 2022	Level 1		Level 2		Level 3		Fair Value		Carrying Value
Assets:
Cash equivalents:
Money market and other funds	$	170,574	$	—	$	—	$	170,574	$	170,574









Investment in corporate debt securities	—		—		15,000		15,000		15,000
Investment in Consensus	54,897		—		—		54,897		54,897
Total assets measured at fair value	$	225,471	$	—	$	15,000	$	240,471	$	240,471

Liabilities:
Contingent consideration	$	—	$	—	$	1,106	$	1,106	$	1,106
Debt	891,852		—		—		891,852		998,499
Total liabilities measured at fair value	$	891,852	$	—	$	1,106	$	892,958	$	999,605

December 31, 2021	Level 1		Level 2		Level 3		Fair Value		Carrying Value
Assets:
Cash equivalents:
Money market and other funds	$	144,255	$	—	$	—	$	144,255	$	144,255








Investment in Consensus	229,200		—		—		229,200		229,200
Total assets measured at fair value	$	373,455	$	—	$	—	$	373,455	$	373,455

Liabilities:
Contingent consideration	$	—	$	—	$	5,775	$	5,775	$	5,775
Debt	1,345,311		—		—		1,345,311		1,090,627
Total liabilities measured at fair value	$	1,345,311	$	—	$	5,775	$	1,351,086	$	1,096,402


	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 September 30, 2022	$	15,000


	Weighted-Average Amortization Period	Historical Cost		Accumulated Amortization		Net
Trade names	10.0 years	$	261,070	$	119,026	$	142,044
Customer relationships (1)	7.9 years	683,503		456,377		227,126
Other purchased intangibles	8.6 years	480,986		351,704		129,282
Total		$	1,425,559	$	927,107	$	498,452


	September 30, 2022		December 31, 2021
4.625% Senior Notes	$	460,038	$	641,276


1.75% Convertible Notes	550,000		550,000
Total Notes	1,010,038		1,191,276



Less: Unamortized discount	(2,837)		(91,593)
Deferred issuance costs	(8,702)		(9,056)
Total debt	998,499		1,090,627
Less: current portion	—		(54,609)
Total long-term debt, less current portion	$	998,499	$	1,036,018


	September 30, 2022			September 30, 2021
Underlying stock price at valuation date	$	99.32		$	113.27
Expected volatility	36.7		%	30.3		%
Risk-free interest rate	1.8		%	1.3		%


	Shares	Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2022	383,963	$	62.65
Granted	—	—
Vested	(65,831)	$	80.89
Canceled	(1,605)	$	93.75
Nonvested at September 30, 2022	316,527	$	60.11


	Number of Shares	Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at January 1, 2022	360,743
Granted	253,175
Vested	(74,604)
Canceled	(12,658)
Outstanding at September 30, 2022	526,656	2.6	$	36,065,403
Vested and expected to vest at September 30, 2022	385,498	2.2	$	26,398,925


	September 30, 2022		December 31, 2021
Long-lived assets:
United States	$	644,327	$	726,128
All other countries	69,563		63,423
Total	$	713,890	$	789,551


	Nine Months Ended September 30,
	2022		2021(1)
Non-cash investing activity:
Property and equipment, accrued but unpaid	$	184	$	219
Right-of-use assets acquired in exchange for operating lease obligations	$	4,130	$	9,274
Disposition of Investment in Consensus(2)	$	112,286	$	—
Non-cash financing activity:
Debt principal settled in exchange for Investment in Consensus(2)	$	112,286	$	—


	Unrealized Gains (Losses) on Investments		Foreign Currency Translation		Total
Balance as of July 1, 2022	$	169	$	(83,865)	$	(83,696)
Other comprehensive loss	(169)		(24,753)		(24,922)


Balance as of September 30, 2022	$	—	$	(108,618)	$	(108,618)


	Three Months Ended September 30,
	2022	2021 (excluding disposed assets)(1)	2021 (including disposed assets) (1)
Subscribers (in thousands) (2)	3,050	2,290	2,318
Average quarterly revenue per subscriber (3)	$46.87	$59.08	$62.51
Churn rate (4)	3.55%	2.99%	2.86%


(in thousands, except percentages)	Three Months Ended September 30,				Percentage Change	Nine Months Ended September 30,				Percentage Change
	2022		2021			2022		2021
Revenues	$	341,873	$	355,144	(4)%	$	994,297	$	1,008,094	(1)%


Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Program	Maximum Number of Shares That May Yet Be Purchased Under the Plans or Program(2)
July 1, 2022 - July 31, 2022	—	$	—	—	6,327,154
August 1, 2022 - August 31, 2022	865	$	82.47	—	6,327,154
September 1, 2022 - September 30, 2022	1,736	$	75.10	—	6,327,154
Total	2,601			—	6,327,154


Exhibit No.						Description
3.1						Amended and Restated Certificate of Incorporation of J2 Global, Inc., dated as of June 10, 2014 (1)
3.2						Amendment to the Amended and Restated Certificate of Incorporation of J2 Global, Inc., dated as of September 5, 2019 (2)
3.3						Certificate of Amendment to Amended and Restated Certificate of Incorporation of Ziff Davis, Inc. dated as of October 7, 2021 (3)
3.4						Fifth Amended and Restated By-Laws (4)
10.1						Employment Agreement between Ziff Davis, Inc. and Layth Taki, effective as of September 27, 2022*
10.2						Separation and Release of Claims Agreement between Steve Dunn and Ziff Davis, Inc.*
10.3						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.
31.1						Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2						Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1						Certification of Principal Executive Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
32.2						Certification of Principal Financial Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
101.INS						Inline XBRL Instance Document**
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


ZIFF DAVIS, INC.		EXECUTIVE
By:	/s/ Michelle Dvorkin	/s/ Layth Taki
	Michelle Dvorkin Chief Human Resources Officer	Layth Taki


By Employer:

Date:	Signature:	/s/ Michelle Dvorkin
	Name:	Michele Dvorkin
	Title:	Chief Human Resources Officer