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Ziff Davis Reports Fourth Quarter and Year End 2021 Preliminary Unaudited Results and Provides 2022 Guidance

Ziff Davis, Inc. (NASDAQ: ZD) today reported preliminary unaudited financial results for the fourth quarter and year ended December 31, 2021.

“We had a strong finish to an exceptional year in which we posted fantastic results and executed on a transformational spin-off," said Vivek Shah, CEO of Ziff Davis. "We are excited by our growth prospects and the opportunities to continue to deploy our financial and human capital to generate value for our stakeholders."

FOURTH QUARTER 2021 HIGHLIGHTS

On October 7, 2021, Ziff Davis completed the separation of the cloud fax business to Consensus Cloud Solutions, Inc. (“Consensus”). As the spin-off occurred during the fourth quarter of 2021, Ziff Davis has classified Consensus as a discontinued operation in its financial statements for all periods. Results in this press release represent continuing operations, except for the Statement of Cash Flows, net cash provided by operating activities and free cash flow, which are on a combined continuing and discontinued operations basis.

Q4 2021 quarterly revenues increased 6.4% to $408.6 million compared to $384.1 million for Q4 2020. On a pro-forma(6) basis, Q4 2021 quarterly revenues increased 10.4% to $408.6 million as compared to $370.1 million for Q4 2020.

GAAP net income per diluted share from continuing operations(3) increased to $7.62 in Q4 2021 compared to $0.91 for Q4 2020. The earnings increase was primarily due to an unrealized gain on investment of $290 million to record our investment in Consensus ($6.03 per share, after tax).

Adjusted non-GAAP net income per diluted share from continuing operations(3)(4) for the quarter decreased (3.1)% to $2.17 compared to $2.24 for Q4 2020. On a pro-forma(6) basis, Adjusted non-GAAP net income per diluted share from continuing operations(3)(4) for the quarter increased 0.5% to $2.17 as compared to $2.16 for Q4 2020.

GAAP net income from continuing operations increased to $370.0 million compared to $41.7 million for Q4 2020 primarily due to an unrealized gain on investment of $290 million to record our investment in Consensus.

Adjusted non-GAAP net income from continuing operations increased by 4.4% to $104.3 million as compared to $99.9 million for Q4 2020. On a pro-forma(6) basis, Adjusted non-GAAP net income from continuing operations increased by 8.4% to $104.3 million as compared to $96.2 million for Q4 2020.

Adjusted EBITDA(5) for the quarter increased 2.9% to $161.6 million compared to $157.1 million for Q4 2020. On a pro-forma(6) basis, Adjusted EBITDA(5) for the quarter increased 6.8% to $161.6 million compared to $151.3 million for Q4 2020.

Net cash provided by operating activities from continuing and discontinued operations was $85.3 million during Q4 2021 compared to $124.1 in Q4 2020. Q4 2021 free cash flow from continuing and discontinued operations(2) was $59.1 million during Q4 2021 compared to $102.9 million in Q4 2020.

The company ended the quarter with approximately $1.05 billion in cash, cash equivalents, and investments after deploying approximately $29.7 million during the quarter for current and prior year acquisitions.

Key financial results for Q4 2021 versus Q4 2020 are set forth in the following table (in millions, except per share amounts). Reconciliations of Adjusted non-GAAP earnings per diluted share, Adjusted EBITDA and free cash flow to their nearest comparable GAAP financial measures are attached to this Press Release.

The following table reflects Actual and Pro Forma Results from Continuing Operations, except for Cash Provided by Operating Activities and Free Cash Flow which is on a combined basis of continuing operations and discontinued operations, for the fourth quarter of 2021 and 2020 (in millions, except per share amounts). Pro-Forma Results from Continuing Operations below excludes the operating results from Voice assets in Australia, New Zealand, and the United Kingdom that were sold in 2020 and 2021, respectively, and the Company’s B2B Backup business that was sold during the third quarter of 2021.

 

 

 

 

Pro-Forma Results(6)

 

Q4 2021

Q4 2020

% Change

Q4 2021

Q4 2020

% Change

Revenues

 

 

 

 

 

 

Digital Media

$325.7

$297.9

9.3%

$325.7

$297.9

9.3%

Cybersecurity and Martech

$82.9

$86.2

(3.8)%

$82.9

$72.2

14.8%

Total Revenue: (1)

$408.6

$384.1

6.4%

$408.6

$370.1

10.4%

Income from Operations

$85.4

$77.9

9.6%

 

 

 

GAAP Income per Diluted Share from Continuing Operations (3)

$7.62

$0.91

737.4%

 

 

 

Adjusted Non-GAAP Income per Diluted Share from Continuing Operations (3) (4)

$2.17

$2.24

(3.1)%

$2.17

$2.16

0.5%

GAAP Net Income from Continuing Operations

$370.0

$41.7

787.3%

 

 

 

Adjusted Non-GAAP Net Income from Continuing Operations

$104.3

$99.9

4.4%

$104.3

$96.2

8.4%

Adjusted EBITDA (5)

$161.6

$157.1

2.9%

$161.6

$151.3

6.8%

Adjusted EBITDA Margin (5)

39.5%

40.9%

(1.4)%

39.5%

40.9%

(1.4)%

 

 

 

 

 

 

 

Net Cash Provided by Operating Activities from Continuing and Discontinued Operations

$85.3

$124.1

(31.3)%

 

 

 

Free Cash Flow from Continuing and Discontinued Operations (2)

$59.1

$102.9

(42.6)%

 

 

 

FULL YEAR 2021 HIGHLIGHTS

2021 revenues increased 22.3% to a record of $1.42 billion compared to $1.16 billion for 2020. On a pro-forma(6) basis, 2021 revenues increased 26.8% to $1.38 billion as compared to $1.09 billion for 2020.

GAAP net income per diluted share(3) from continuing operations increased to $8.09 in 2021 compared to $0.58 for 2020. The net income increase was primarily due to an unrealized gain on investment of $290 million to record our investment in Consensus. ($6.24 per share, after tax).

Adjusted non-GAAP net income per diluted share from continuing operations(3)(4) for the year increased by 23.4% to $6.33 compared to $5.13 for 2020. On a pro-forma(6) basis, Adjusted non-GAAP net income per diluted share from continuing operations(3)(4) for the year increased 31.4% to $6.11 as compared to $4.65 for 2020.

GAAP net income from continuing operations increased to $387.5 million compared to $27.4 million for 2020 primarily due to an unrealized gain on investment of $290 million to record our investment in Consensus.

Adjusted non-GAAP net income from continuing operations increased by 22.5% to $292.7 million as compared to $238.9 million for 2020. On a pro-forma(6) basis, Adjusted non-GAAP net income from continuing operations increased by 30.5% to $282.5 million as compared to $216.4 million for 2020.

Adjusted EBITDA(5) for the year increased 23.3% to $498.7 million compared to $404.5 million for 2020. On a pro-forma(6) basis, Adjusted EBITDA(5) for the year increased 28.3% to $484.6 million compared to $377.7 million for 2020.

Net cash provided by operating activities from continuing and discontinued operations was $515.6 million during 2021 compared to $480.1 million in 2020. Free cash flow from continuing and discontinued operations(2) was $402.5 million during 2021 compared to $407.7 million in 2020.

The following table reflects Actual and Pro-Forma Results from Continuing Operations, except for Cash Provided by Operating Activities and Free Cash Flow which is on a combined basis of continuing operations and discontinued operations for the twelve months ended December 31, 2021 and 2020 (in millions, except per share amounts). Pro-Forma Results from Continuing Operations below excludes the operating results from Voice assets in Australia, New Zealand, and the United Kingdom that were sold in 2020 and 2021, respectively, and the Company’s B2B Backup business that was sold during the third quarter of 2021.

 

 

 

 

Pro-Forma Results(6)

 

2021

2020

% Change

2021

2020

% Change

Revenues

 

 

 

 

 

 

Digital Media

$1,068.5

$811.1

31.7%

$1,068.5

$811.1

31.7%

Cybersecurity and Martech

$348.2

$347.7

0.1%

$314.7

$279.6

12.6%

Total Revenue: (1)

$1,416.7

$1,158.8

22.3%

$1,383.2

$1,090.7

26.8%

Income from Operations

$166.4

$136.6

21.8%

 

 

 

GAAP Income per Diluted Share from Continuing Operations (3)

$8.09

$0.58

1,294.8%

 

 

 

Adjusted Non-GAAP Income per Diluted Share from Continuing Operations (3) (4)

$6.33

$5.13

23.4%

$6.11

$4.65

31.4%

GAAP Net Income from Continuing Operations

$387.5

$27.4

1,314.2%

 

 

 

Adjusted Non-GAAP Net Income from Continuing Operations

$292.7

$238.9

22.5%

$282.5

$216.4

30.5%

Adjusted EBITDA (5)

$498.7

$404.5

23.3%

$484.6

$377.7

28.3%

Adjusted EBITDA Margin (5)

35.2%

34.9%

0.3%

35.0%

34.6%

0.4%

 

 

 

 

 

 

 

Net Cash Provided by Operating Activities from Continuing and Discontinued Operations

$515.6

$480.1

7.4%

 

 

 

Free Cash Flow from Continuing and Discontinued Operations (2)

$402.5

$407.7

(1.3)%

 

 

 

ZIFF DAVIS GUIDANCE

The Company’s estimates for fiscal year 2022 are as follows (in millions, except per share amounts):

 

 

Revenue

Adjusted

EBITDA

Adjusted Diluted

EPS

FY 2022 Range of Estimates

 

$1,497-$1,535

$538-$555

$6.52-$6.79

Adjusted non-GAAP net income per diluted share for 2022 excludes share-based compensation of between $24 million and $28 million, amortization of acquired intangibles and the impact of any currently unanticipated items, in each case net of tax.

It is anticipated that the non-GAAP effective tax rate for 2022 (exclusive of the release of reserves for uncertain tax positions) will be between 23.5% and 25%.

The Company has not reconciled the non-GAAP Business Outlook for 2022 Adjusted EBITDA or Adjusted non-GAAP Diluted EPS and tax rate information included in this release to the most directly comparable GAAP measure because this cannot be done without unreasonable effort due to the variability with respect to costs related to acquisitions and taxation, which are potential adjustments to future earnings. We expect the variability of these items to have a potentially unpredictable and significant impact on our future GAAP financial results.

Notes:

(1)

The revenues associated with each of the businesses may not foot precisely since each is presented independently.

(2)

Free cash flow is defined as net cash provided by operating activities from continuing operations, less purchases of property and equipment from continuing operations, plus contingent consideration from continuing operations. Free cash flow amounts are not meant as a substitute for GAAP, but are solely for informational purposes.

(3)

The estimated GAAP effective tax rates were approximately 1.4% for Q4 2021 and 30.8% for Q4 2020. The estimated Adjusted non-GAAP effective tax rates were approximately 23.1% for Q4 2021 and 22.8% for Q4 2020.

(4)

Adjusted non-GAAP net income per diluted share excludes certain non-GAAP items, as defined in the Reconciliation of GAAP to Adjusted non-GAAP Financial Measures, for the three months ended December 31, 2021 and 2020 totaled $(5.45) and $1.33 per diluted share, respectively.

(5)

Adjusted EBITDA is defined as net income from continuing operations before interest; gain on sale of businesses; goodwill impairment of business; loss on investments, net; other income (expense), net; income tax expense (benefit); income (loss) from equity method investment, net; depreciation and amortization; and the items used to reconcile EPS to Adjusted non-GAAP EPS, as defined in the Reconciliation of GAAP to Adjusted non-GAAP Financial Measures. Adjusted EBITDA amounts are not meant as a substitute for GAAP, but are solely for informational purposes.

(6)

Pro-forma figures are provided taking into consideration the sale of certain Voice assets in Australia, New Zealand, and the United Kingdom as well as the sale of the Company’s B2B Backup business as if they had occurred January 1, 2020. As a result of the separation of the Consensus business on October 7, 2021, a portion of Ziff Davis’ shared overhead costs were reduced. Ziff Davis estimates that it would have achieved additional savings of approximately $7 million and $9 million in 2021 and 2020, respectively, if Consensus was separated on January 1, 2020.

About Ziff Davis

Ziff Davis, Inc. (NASDAQ: ZD) is a vertically focused digital media and internet company whose portfolio includes leading brands in technology, entertainment, shopping, health, cybersecurity, and martech. For more information, visit www.ziffdavis.com.

Preliminary Unaudited Results: These fourth quarter and full year 2020 and 2021 results are preliminary, unaudited, and subject to adjustments. In particular, due to the complexity of the October 7, 2021 spin-off of Consensus and the related transactions (including the debt-for-debt exchange), the presentation of the transaction's impact on the Company's financial statements (including the presentation of continuing and discontinued operations and the size of the gain associated with the retention of the 19.9% stake in Consensus) is still being finalized. Any change to the impact of the unrealized gain on investment of $290 million associated with the retention of the 19.9% stake in Consensus could be material to our GAAP net income from continuing operations. As a result of the foregoing, certain information provided herein is subject to change.

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: Certain statements in this Press Release are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995, including those contained in Vivek Shah’s quote and the “Business Outlook” portion regarding the Company’s expected fiscal 2022 financial performance. These forward-looking statements are based on management’s current expectations or beliefs and are subject to numerous assumptions, risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These factors and uncertainties include, among other items: the Company’s ability to grow revenues, profitability and cash flows; the Company’s ability to identify, close and successfully transition acquisitions; subscriber growth and retention; variability of the Company’s revenue based on changing conditions in particular industries and the economy generally; protection of the Company’s proprietary technology or infringement by the Company of intellectual property of others; the risk of adverse changes in the U.S. or international regulatory environments, including but not limited to the imposition or increase of taxes or regulatory-related fees; and the numerous other factors set forth in Ziff Davis’ (formerly J2 Global, Inc.) filings with the Securities and Exchange Commission (“SEC”). For a more detailed description of the risk factors and uncertainties affecting Ziff Davis, refer to the 2020 Annual Report on Form 10-K filed by Ziff Davis on March 1, 2021, and the other reports filed by Ziff Davis from time-to-time with the SEC, each of which is available at www.sec.gov. The forward-looking statements provided in this press release, including those contained in Vivek Shah’s quote and in the “Business Outlook” portion regarding the Company’s expected fiscal 2022 financial performance are based on limited information available to the Company at this time, which is subject to change. Although management’s expectations may change after the date of this press release, the Company undertakes no obligation to revise or update these statements.

About non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following Adjusted non-GAAP financial measures: Adjusted non-GAAP and Pro Forma net income, Adjusted non-GAAP and Pro Forma net income per diluted share, Adjusted and Pro Forma EBITDA and free cash flow. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We use these Adjusted non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Our management believes that these Adjusted non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and expenditures that may not be indicative of our recurring core business operating results. We believe that both management and investors benefit from referring to these Adjusted non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These Adjusted non-GAAP financial measures also facilitate management’s internal comparisons to our historical performance and liquidity. We believe these Adjusted non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze the health of our business.

For more information on these Adjusted non-GAAP financial measures, please see the appropriate GAAP to Adjusted non-GAAP reconciliation tables included within the attached Exhibit to this release.

ZIFF DAVIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED, IN THOUSANDS)

 

December 31,

2021

 

December 31,

2020

ASSETS

 

 

 

Cash and cash equivalents

$

694,842

 

 

$

176,443

 

Short-term investments

 

229,200

 

 

 

663

 

Accounts receivable, net of allowances of $9,811 and $11,552, respectively

 

311,728

 

 

 

309,549

 

Prepaid expenses and other current assets

 

60,290

 

 

 

52,160

 

Current assets, discontinued operations

 

4,626

 

 

 

84,028

 

Total current assets

 

1,300,686

 

 

 

622,843

 

Long-term investments

 

122,593

 

 

 

97,495

 

Property and equipment, net

 

161,209

 

 

 

133,973

 

Operating lease right-of-use assets

 

55,617

 

 

 

103,534

 

Trade names, net

 

147,761

 

 

 

158,553

 

Customer relationships, net

 

275,451

 

 

 

363,515

 

Goodwill

 

1,524,429

 

 

 

1,507,098

 

Other purchased intangibles, net

 

149,512

 

 

 

156,821

 

Deferred income taxes, noncurrent

 

5,917

 

 

 

12,195

 

Other assets

 

20,090

 

 

 

15,760

 

Other assets, discontinued operations

 

 

 

 

493,545

 

TOTAL ASSETS

$

3,763,265

 

 

$

3,665,332

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

Accounts payable and accrued expenses

$

226,621

 

 

$

197,855

 

Income taxes payable, current

 

3,143

 

 

 

30,447

 

Deferred revenue, current

 

185,571

 

 

 

166,132

 

Operating lease liabilities, current

 

27,156

 

 

 

31,267

 

Current portion of long-term debt

 

54,609

 

 

 

396,800

 

Other current liabilities

 

130

 

 

 

495

 

Current liabilities, discontinued operations

 

 

 

 

59,559

 

Total current liabilities

 

497,230

 

 

 

882,555

 

Long-term debt

 

1,036,018

 

 

 

1,182,220

 

Deferred revenue, noncurrent

 

14,839

 

 

 

14,201

 

Operating lease liabilities, noncurrent

 

53,708

 

 

 

97,561

 

Income taxes payable, noncurrent

 

11,690

 

 

 

11,675

 

Liability for uncertain tax positions

 

42,546

 

 

 

53,089

 

Deferred income taxes, noncurrent

 

108,982

 

 

 

157,308

 

Other long-term liabilities

 

37,546

 

 

 

41,400

 

Long-term liabilities, discontinued operations

 

 

 

 

14,304

 

TOTAL LIABILITIES

 

1,802,559

 

 

 

2,454,313

 

Commitments and contingencies

 

 

 

 

 

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 47,440,137 and 44,346,630 shares at December 31, 2021 and 2020, respectively.

 

474

 

 

 

443

 

Additional paid-in capital

 

506,405

 

 

 

456,274

 

Retained earnings

 

1,530,015

 

 

 

809,108

 

Accumulated other comprehensive loss

 

(76,188

)

 

 

(54,806

)

TOTAL STOCKHOLDERS’ EQUITY

 

1,960,706

 

 

 

1,211,019

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

3,763,265

 

 

$

3,665,332

 

ZIFF DAVIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED, IN THOUSANDS)

 

Three Months Ended

December 31,

 

Twelve Months Ended

December 31,

 

2021

 

2020

 

2021

 

2020

Total revenues

$

408,628

 

 

$

384,055

 

 

$

1,416,722

 

 

$

1,158,829

 

 

 

 

 

 

 

 

 

Cost of revenues (1)

 

45,718

 

 

 

46,159

 

 

 

188,053

 

 

 

178,403

 

Gross profit

 

362,910

 

 

 

337,896

 

 

 

1,228,669

 

 

 

980,426

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Sales and marketing (1)

 

138,100

 

 

 

114,610

 

 

 

493,049

 

 

 

366,359

 

Research, development and engineering (1)

 

21,875

 

 

 

19,038

 

 

 

78,874

 

 

 

57,148

 

General and administrative (1)

 

117,541

 

 

 

126,398

 

 

 

457,692

 

 

 

420,295

 

Goodwill impairment on business

 

 

 

 

 

 

 

32,629

 

 

 

 

Total operating expenses

 

277,516

 

 

 

260,046

 

 

 

1,062,244

 

 

 

843,802

 

Income from operations

 

85,394

 

 

 

77,850

 

 

 

166,425

 

 

 

136,624

 

Interest expense, net

 

(16,810

)

 

 

(20,836

)

 

 

(79,031

)

 

 

(56,188

)

Loss on debt extinguishment, net

 

(4,527

)

 

 

 

 

 

(4,527

)

 

 

 

(Loss) gain on sale of businesses

 

 

 

 

 

 

 

(21,798

)

 

 

17,122

 

Loss on investments, net

 

 

 

 

 

 

 

(16,677

)

 

 

(20,991

)

Unrealized gain on short-term investment

 

290,073

 

 

 

 

 

 

290,073

 

 

 

 

Other income, net

 

1,759

 

 

 

4,034

 

 

 

1,293

 

 

 

65

 

Income from continuing operations before income taxes and income from equity method investment, net

 

355,889

 

 

 

61,048

 

 

 

335,758

 

 

 

76,632

 

Income tax (benefit) expense

 

5,156

 

 

 

18,781

 

 

 

(15,944

)

 

 

37,929

 

Income (loss) from equity method investment, net

 

19,249

 

 

 

(539

)

 

 

35,845

 

 

 

(11,338

)

Net income from continuing operations

 

369,982

 

 

 

41,728

 

 

 

387,547

 

 

 

27,365

 

(Loss) income from discontinued operations, net of income taxes

 

(11,093

)

 

 

16,360

 

 

 

107,550

 

 

 

123,303

 

Net income

$

358,889

 

 

$

58,088

 

 

$

495,097

 

 

$

150,668

 

 

 

 

 

 

 

 

 

Net income per common share from continuing operations:

 

 

 

 

 

 

Basic

$

7.74

 

 

$

0.94

 

 

$

8.44

 

 

$

0.59

 

Diluted

$

7.62

 

 

$

0.91

 

 

$

8.09

 

 

$

0.58

 

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

 

 

 

 

 

 

Basic

$

(0.23

)

 

$

0.37

 

 

$

2.34

 

 

$

2.65

 

Diluted

$

(0.23

)

 

$

0.36

 

 

$

2.24

 

 

$

2.61

 

Net income per common share:

 

 

 

 

 

 

 

Basic

$

7.51

 

 

$

1.30

 

 

$

10.78

 

 

$

3.24

 

Diluted

$

7.39

 

 

$

1.27

 

 

$

10.33

 

 

$

3.18

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

Basic

 

47,778,545

 

 

 

44,504,222

 

 

 

45,893,928

 

 

 

46,308,825

 

Diluted

 

48,514,588

 

 

 

45,642,292

 

 

 

47,862,745

 

 

 

47,115,609

 

 

 

 

 

 

 

 

 

(1) Includes share-based compensation expense as follows:

Cost of revenues

$

86

 

 

$

77

 

 

$

306

 

 

$

332

 

Sales and marketing

 

410

 

 

 

218

 

 

 

1,288

 

 

 

1,011

 

Research, development and engineering

 

594

 

 

 

365

 

 

 

1,984

 

 

 

1,396

 

General and administrative

 

5,037

 

 

 

4,629

 

 

 

20,551

 

 

 

19,781

 

Total

$

6,127

 

 

$

5,289

 

 

$

24,129

 

 

$

22,520

 

ZIFF DAVIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED, IN THOUSANDS)

 

Twelve Months Ended

December 31,

 

2021

 

2020

Cash flows from operating activities:

 

 

 

Net income

$

495,097

 

 

$

150,668

 

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

 

 

 

Depreciation and amortization

 

258,303

 

 

 

228,737

 

Amortization of financing costs and discounts

 

25,873

 

 

 

28,476

 

Non-cash operating lease costs

 

1,485

 

 

 

17,686

 

Share-based compensation

 

25,247

 

 

 

24,006

 

Provision for doubtful accounts

 

8,738

 

 

 

13,283

 

Deferred income taxes, net

 

(9,442

)

 

 

5,840

 

Loss on extinguishment of debt

 

13,277

 

 

 

37,969

 

Loss (gain) on sale of businesses

 

21,798

 

 

 

(17,122

)

Lease asset impairments and other charges

 

12,710

 

 

 

12,121

 

Goodwill impairment on business

 

32,629

 

 

 

 

Changes in fair value of contingent consideration

 

(1,223

)

 

 

(80

)

Foreign currency remeasurement gain

 

184

 

 

 

(34,646

)

(Income) loss from equity method investments

 

(35,845

)

 

 

11,338

 

(Gain) loss on equity and debt investments

 

(273,110

)

 

 

20,826

 

Decrease (increase) in:

 

 

 

Accounts receivable

 

(18,050

)

 

 

(31,611

)

Prepaid expenses and other current assets

 

(15,650

)

 

 

3,046

 

Other assets

 

(3,824

)

 

 

(3

)

Increase (decrease) in:

 

 

 

Accounts payable and accrued expenses

 

13,662

 

 

 

2,184

 

Income taxes payable

 

(23,974

)

 

 

6,489

 

Deferred revenue

 

14,282

 

 

 

4,720

 

Operating lease liabilities

 

(15,314

)

 

 

(16,439

)

Liability for uncertain tax positions

 

(10,383

)

 

 

9,391

 

Other long-term liabilities

 

(899

)

 

 

3,200

 

Net cash provided by operating activities

 

515,571

 

 

 

480,079

 

Cash flows from investing activities:

 

 

 

Proceeds on sale of available-for-sale investments

 

663

 

 

 

 

Distribution from equity method investment

 

15,327

 

 

 

 

Purchases of equity method investment

 

(23,249

)

 

 

(31,937

)

Purchase of equity investments

 

(999

)

 

 

(1,246

)

Sale of equity investments

 

14,330

 

 

 

 

Purchases of property and equipment

 

(113,740

)

 

 

(92,552

)

Proceeds from sale of assets

 

 

 

 

507

 

Acquisition of businesses, net of cash received

 

(141,146

)

 

 

(482,227

)

Proceeds from sale of businesses, net of cash divested

 

48,876

 

 

 

24,353

 

Purchases of intangible assets

 

(78

)

 

 

(3,118

)

Proceeds from divestiture of discontinued operations

 

259,104

 

 

 

 

Net cash used in investing activities

 

59,088

 

 

 

(586,220

)

Cash flows from financing activities:

 

 

 

Proceeds from issuance of long-term debt

 

 

 

 

750,000

 

Payment of note payable

 

 

 

 

(400

)

Proceeds from bridge loan

 

485,000

 

 

 

 

Debt issuance cost

 

 

 

 

(7,272

)

Payment of debt

 

(510,197

)

 

 

(650,000

)

Debt extinguishment costs

 

(1,073

)

 

 

(29,250

)

Repurchase of common stock

 

(78,328

)

 

 

(275,654

)

Issuance of common stock under employee stock purchase plan

 

9,232

 

 

 

7,382

 

Exercise of stock options

 

2,939

 

 

 

1,619

 

Deferred payments for acquisitions

 

(14,387

)

 

 

(29,180

)

Other

 

(6,776

)

 

 

(1,878

)

Net cash (used in) provided by financing activities

 

(113,590

)

 

 

(234,633

)

Effect of exchange rate changes on cash and cash equivalents

 

(8,879

)

 

 

7,811

 

Net change in cash and cash equivalents

 

452,190

 

 

 

(332,963

)

Cash and cash equivalents at beginning of year

 

242,652

 

 

 

575,615

 

Cash and cash equivalents at end of year

$

694,842

 

 

$

242,652

 

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES

THREE MONTHS ENDED DECEMBER 31, 2021 AND 2020

(UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

Adjusted non-GAAP net income is GAAP net income with the following modifications: (1) elimination of share-based compensation; (2) elimination of certain acquisition related integration costs; (3) elimination of interest costs in excess of the coupon rate associated with outstanding debt; (4) elimination of amortization of patents and intangible assets that we acquired; (5) elimination of change in value on investment; (6) elimination of additional tax expense/benefit from prior years; (7) elimination of gain/loss on sale of assets; (8) elimination of intra-entity transfers; (9) elimination of lease asset impairments and other charges; (10) elimination of leasehold improvement impairments; (11) elimination of disposal related costs; (12) elimination of goodwill impairment on business and (13) elimination of dilutive effect of the convertible debt.

 

Three Months Ended December 31,

 

2021

 

Per Diluted

Share *

 

2020

Per Diluted

Share *

Net income from continuing operations

$

369,982

 

$

7.62

 

 

$

41,728

 

$

0.91

 

Plus:

 

 

 

 

 

Share based compensation (1)

 

4,302

 

 

0.09

 

 

 

4,233

 

 

0.10

 

Acquisition related integration costs (2)

 

1,924

 

 

0.04

 

 

 

7,727

 

 

0.17

 

Interest costs (3)

 

6,309

 

 

0.13

 

 

 

4,765

 

 

0.11

 

Amortization (4)

 

28,581

 

 

0.59

 

 

 

38,385

 

 

0.86

 

Investments (5)

 

(307,739

)

 

(6.40

)

 

 

1,713

 

 

0.04

 

Tax expense from prior years (6)

 

 

 

 

 

 

533

 

 

0.01

 

Sale of assets (7)

 

(1,508

)

 

(0.03

)

 

 

651

 

 

0.01

 

Intra-entity transfers (8)

 

 

 

 

 

 

(1,856

)

 

(0.04

)

Lease asset impairments and other charges (9)

 

2,342

 

 

0.05

 

 

 

1,973

 

 

0.04

 

Leasehold improvement impairments (10)

 

 

 

 

 

 

61

 

 

 

Disposal related costs (11)

 

135

 

 

 

 

 

 

 

 

Goodwill impairment on business (12)

 

(33

)

 

 

 

 

 

 

 

Convertible debt dilution (13)

 

 

 

0.08

 

 

 

 

 

0.02

 

Adjusted non-GAAP net income from continuing operations

$

104,295

 

$

2.17

 

 

$

99,913

 

$

2.24

 

* The reconciliation of net income per share from GAAP to Adjusted non-GAAP may not foot since each is calculated independently.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES

TWELVE MONTHS ENDED DECEMBER 31, 2021 AND 2020

(UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

Adjusted non-GAAP net income is GAAP net income with the following modifications: (1) elimination of share-based compensation; (2) elimination of certain acquisition related integration costs; (3) elimination of interest costs in excess of the coupon rate associated with outstanding debt; (4) elimination of amortization of patents and intangible assets that we acquired; (5) elimination of change in value on investment; (6) elimination of additional tax expense/benefit from prior years; (7) elimination of gain/loss on sale of assets; (8) elimination of intra-entity transfers; (9) elimination of lease asset impairments and other charges; (10) elimination of leasehold improvement impairments; (11) elimination of disposal related costs; (12) elimination of goodwill impairment on business and (13) elimination of dilutive effect of the convertible debt.

 

Twelve Months Ended December 31,

 

2021

Per Diluted

Share *

 

2020

Per Diluted

Share *

Net income from continuing operations

$

387,547

 

$

8.09

 

 

$

27,365

 

$

0.58

 

Plus:

 

 

 

 

 

Share based compensation (1)

 

15,510

 

 

0.34

 

 

 

19,566

 

 

0.42

 

Acquisition related integration costs (2)

 

6,672

 

 

0.14

 

 

 

10,530

 

 

0.23

 

Interest costs (3)

 

18,769

 

 

0.41

 

 

 

18,497

 

 

0.40

 

Amortization (4)

 

127,258

 

 

2.75

 

 

 

124,247

 

 

2.68

 

Investments (5)

 

(312,747

)

 

(6.77

)

 

 

33,173

 

 

0.72

 

Tax expense from prior years (6)

 

 

 

 

 

 

5,448

 

 

0.12

 

Sale of assets (7)

 

14,896

 

 

0.32

 

 

 

(9,428

)

 

(0.20

)

Intra-entity transfers (8)

 

 

 

 

 

 

(4,712

)

 

(0.10

)

Lease asset impairments and other charges (9)

 

9,793

 

 

0.21

 

 

 

11,390

 

 

0.25

 

Leasehold improvement impairments (10)

 

 

 

 

 

 

2,840

 

 

0.06

 

Disposal related costs (11)

 

407

 

 

0.01

 

 

 

 

 

 

Goodwill impairment on business (12)

 

24,602

 

 

0.53

 

 

 

 

 

 

Convertible debt dilution (13)

 

 

 

0.30

 

 

 

 

 

(0.03

)

Adjusted non-GAAP net income from continuing operations

$

292,707

 

$

6.33

 

 

$

238,916

 

$

5.13

 

* The reconciliation of net income per share from GAAP to Adjusted non-GAAP may not foot since each is calculated independently.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES

THREE MONTHS ENDED DECEMBER 31, 2021 AND 2020

(UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

Adjusted non-GAAP net income is GAAP net income with the following modifications: (1) elimination of share-based compensation; (2) elimination of certain acquisition related integration costs; (3) elimination of interest costs in excess of the coupon rate associated with outstanding debt; (4) elimination of amortization of patents and intangible assets that we acquired; (5) elimination of change in value on investment; (6) elimination of additional tax expense/benefit from prior years; (7) elimination of gain/loss on sale of assets; (8) elimination of intra-entity transfers; (9) elimination of lease asset impairments and other charges; (10) elimination of leasehold improvement impairments; (11) elimination of disposal related costs; (12) elimination of goodwill impairment on business and (13) elimination of dilutive effect of the convertible debt.

 

Three Months Ended December 31,

 

2021

 

2020

Cost of revenues

$

45,718

 

 

$

46,159

 

Plus:

 

 

 

Share based compensation (1)

 

(86

)

 

 

(77

)

Acquisition related integration costs (2)

 

(96

)

 

 

(57

)

Amortization (4)

 

(251

)

 

 

(143

)

Adjusted non-GAAP cost of revenues

$

45,285

 

 

$

45,882

 

 

 

 

 

Sales and marketing

$

138,100

 

 

$

114,610

 

Plus:

 

 

 

Share based compensation (1)

 

(409

)

 

 

(218

)

Acquisition related integration costs (2)

 

(178

)

 

 

(1,117

)

Lease asset impairments and other charges (9)

 

 

 

 

(76

)

Leasehold improvement impairments (10)

 

 

 

 

(3

)

Adjusted non-GAAP sales and marketing

$

137,513

 

 

$

113,196

 

 

 

 

 

Research, development and engineering

$

21,875

 

 

$

19,038

 

Plus:

 

 

 

Share based compensation (1)

 

(593

)

 

 

(364

)

Acquisition related integration costs (2)

 

(357

)

 

 

(627

)

Lease asset impairments and other charges (9)

 

 

 

 

(35

)

Adjusted non-GAAP research, development and engineering

$

20,925

 

 

$

18,012

 

 

 

 

 

General and administrative

$

117,541

 

 

$

126,398

 

Plus:

 

 

 

Share based compensation (1)

 

(5,039

)

 

 

(4,629

)

Acquisition related integration costs (2)

 

(2,903

)

 

 

(7,990

)

Amortization (4)

 

(45,053

)

 

 

(46,875

)

Investments (5)

 

(1,500

)

 

 

 

Lease asset impairments and other charges (9)

 

(3,134

)

 

 

(2,610

)

Leasehold improvement impairments (10)

 

 

 

 

(23

)

Disposal related costs (11)

 

(135

)

 

 

(1

)

Adjusted non-GAAP general and administrative

$

59,777

 

 

$

64,270

 

 

 

 

 

Interest expense, net

$

(16,810

)

 

$

(20,836

)

Plus:

 

 

 

Interest costs (3)

 

1,979

 

 

 

6,292

 

Adjusted non-GAAP interest expense, net

$

(14,831

)

 

$

(14,544

)

 

 

 

 

Loss on debt extinguishment

$

(4,527

)

 

$

 

Plus:

 

 

 

Interest costs (3)

 

7,323

 

 

 

 

Adjusted non-GAAP loss on debt extinguishment

$

2,796

 

 

$

 

 

 

 

 

(Loss) gain on sale of businesses

$

 

 

$

 

Plus:

 

 

 

Sale of assets (7)

 

 

 

 

 

Adjusted non-GAAP (loss) gain on sale of businesses

$

 

 

$

 

 

 

 

 

 

 

 

 

Unrealized gain on short-term investment

$

290,073

 

 

$

 

Plus:

 

 

 

Investments (5)

 

(289,512

)

 

 

 

Adjusted non-GAAP unrealized gain on short-term investment

$

561

 

 

$

 

 

 

 

 

Other income (expense), net

$

1,759

 

 

$

4,034

 

Plus:

 

 

 

Acquisition related integration costs (2)

 

 

 

 

(208

)

Sale of assets (7)

 

290

 

 

 

 

Intra-entity transfers (8)

 

 

 

 

(2,121

)

Lease asset impairments and other charges (9)

 

 

 

 

(385

)

Adjusted non-GAAP other income (expense), net

$

2,049

 

 

$

1,320

 

 

 

 

 

Income tax expense

$

5,156

 

 

$

18,781

 

Plus:

 

 

 

Share based compensation (1)

 

1,825

 

 

 

1,055

 

Acquisition related integration costs (2)

 

1,610

 

 

 

1,857

 

Interest costs (3)

 

2,993

 

 

 

1,527

 

Amortization (4)

 

16,723

 

 

 

8,633

 

Investments (5)

 

478

 

 

 

(1,174

)

Tax benefit from prior years (6)

 

 

 

 

(533

)

Sale of assets (7)

 

1,798

 

 

 

(650

)

Intra-entity transfers (8)

 

 

 

 

(265

)

Lease asset impairments and other charges (9)

 

792

 

 

 

363

 

Disposal related costs (11)

 

 

 

 

(36

)

Goodwill impairment on business (12)

 

33

 

 

 

 

Adjusted non-GAAP income tax expense

$

31,408

 

 

$

29,558

 

 

 

 

 

Income (loss) from equity method investment, net

$

19,249

 

 

$

(539

)

Plus:

 

 

 

Investments (5)

 

(19,249

)

 

 

539

 

Adjusted non-GAAP income (loss) from equity method investment, net

$

 

 

$

 

 

 

 

 

Total adjustments

$

265,687

 

 

$

(58,185

)

 

 

 

 

GAAP net income per diluted share from continuing operations

$

7.62

 

 

$

0.91

 

Adjustments *

$

(5.45

)

 

$

1.33

 

Adjusted non-GAAP net income per diluted share from continuing operations

$

2.17

 

 

$

2.24

 

* The reconciliation of net income per share from GAAP to Adjusted non-GAAP may not foot since each is calculated independently.

The Company discloses Adjusted non-GAAP Earnings Per Share (“EPS”) as a supplemental Non-GAAP financial performance measure, as it believes it is a useful metric by which to compare the performance of its business from period to period. The Company also understands that this Adjusted non-GAAP measure is broadly used by analysts, rating agencies and investors in assessing the Company’s performance. Accordingly, the Company believes that the presentation of this Adjusted non-GAAP financial measure provides useful information to investors.

Adjusted non-GAAP EPS is not in accordance with, or an alternative to, net income per share and may be different from Non-GAAP measures with similar or even identical names used by other companies. In addition, this Adjusted non-GAAP measure is not based on any comprehensive set of accounting rules or principles. This Adjusted non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES

TWELVE MONTHS ENDED DECEMBER 31, 2021 AND 2020

(UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

Adjusted non-GAAP net income is GAAP net income with the following modifications: (1) elimination of share-based compensation; (2) elimination of certain acquisition related integration costs; (3) elimination of interest costs in excess of the coupon rate associated with outstanding debt; (4) elimination of amortization of patents and intangible assets that we acquired; (5) elimination of change in value on investment; (6) elimination of additional tax expense/benefit from prior years; (7) elimination of gain/loss on sale of assets; (8) elimination of intra-entity transfers; (9) elimination of lease asset impairments and other charges; (10) elimination of leasehold improvement impairments; (11) elimination of disposal related costs; (12) elimination of goodwill impairment on business and (13) elimination of dilutive effect of the convertible debt.

 

Twelve Months Ended December 31,

 

2021

 

2020

Cost of revenues

$

188,053

 

 

$

178,403

 

Plus:

 

 

 

Share based compensation (1)

 

(306

)

 

 

(332

)

Acquisition related integration costs (2)

 

(382

)

 

 

(227

)

Amortization (4)

 

(1,548

)

 

 

(1,694

)

Adjusted non-GAAP cost of revenues

$

185,817

 

 

$

176,150

 

 

 

 

 

Sales and marketing

$

493,049

 

 

$

366,359

 

Plus:

 

 

 

Share based compensation (1)

 

(1,288

)

 

 

(1,011

)

Acquisition related integration costs (2)

 

(1,824

)

 

 

(1,803

)

Lease asset impairments and other charges (9)

 

 

 

 

(76

)

Leasehold improvement impairments (10)

 

 

 

 

(3

)

Adjusted non-GAAP sales and marketing

$

489,937

 

 

$

363,466

 

 

 

 

 

Research, development and engineering

$

78,874

 

 

$

57,148

 

Plus:

 

 

 

Share based compensation (1)

 

(1,984

)

 

 

(1,396

)

Acquisition related integration costs (2)

 

(1,457

)

 

 

(606

)

Lease asset impairments and other charges (9)

 

 

 

 

(35

)

Adjusted non-GAAP research, development and engineering

$

75,433

 

 

$

55,111

 

 

 

 

 

General and administrative

$

457,692

 

 

$

420,295

 

Plus:

 

 

 

Share based compensation (1)

 

(20,551

)

 

 

(19,781

)

Acquisition related integration costs (2)

 

(7,469

)

 

 

(10,752

)

Amortization (4)

 

(185,855

)

 

 

(156,377

)

Investments (5)

 

(1,500

)

 

 

 

Lease asset impairments and other charges (9)

 

 

 

 

(14,830

)

Leasehold improvement impairments (10)

 

(12,988

)

 

 

(3,628

)

Disposal related costs (11)

 

(607

)

 

 

(1

)

Adjusted non-GAAP general and administrative

$

228,722

 

 

$

214,926

 

 

 

 

 

Goodwill impairment on business

 

(32,629

)

 

 

 

Plus:

 

 

 

Goodwill impairment on business (12)

 

32,630

 

 

 

 

Adjusted non-GAAP goodwill impairment on business

$

1

 

 

$

 

 

 

 

 

Interest expense, net

$

(79,031

)

 

$

(56,188

)

Plus:

 

 

 

Interest costs (3)

 

18,482

 

 

 

24,384

 

Tax expense from prior years (6)

 

 

 

 

Adjusted non-GAAP interest expense, net

$

(60,549

)

 

$

(31,804

)

 

 

 

 

Loss on debt extinguishment

$

(4,527

)

 

$

 

Plus:

 

 

 

Interest costs (3)

 

7,323

 

 

 

 

Adjusted non-GAAP loss on debt extinguishment

$

2,796

 

 

$

 

 

 

 

 

(Loss) gain on sale of businesses

$

(21,798

)

 

$

17,122

 

Plus:

 

 

 

Sale of assets (7)

 

22,088

 

 

 

(16,654

)

Adjusted non-GAAP (loss) gain on sale of businesses

$

290

 

 

$

468

 

 

 

 

 

Loss on investments, net

$

(16,677

)

 

$

(20,991

)

Plus:

 

 

 

Investments (5)

 

16,677

 

 

 

20,826

 

Sale of assets (7)

 

 

 

 

 

Adjusted non-GAAP loss on investments, net

$

 

 

$

(165

)

 

 

 

 

Unrealized gain on short-term investment

$

290,073

 

 

$

 

Plus:

 

 

 

Investments (5)

 

(289,512

)

 

 

 

Adjusted non-GAAP unrealized gain on short-term investment

$

561

 

 

$

 

 

 

 

 

Other income (expense), net

$

1,293

 

 

$

65

 

Plus:

 

 

 

Acquisition related integration costs (2)

 

 

 

 

(209

)

Sale of assets (7)

 

 

 

 

(386

)

Intra-entity transfers (8)

 

 

 

 

(619

)

Lease asset impairments and other charges (9)

 

 

 

(5,385

)

Adjusted non-GAAP other income (expense), net

$

1,293

 

 

$

(6,534

)

 

 

 

 

Income tax (benefit) expense

$

(15,944

)

 

$

37,929

 

Plus:

 

 

 

Share based compensation (1)

 

8,619

 

 

 

2,954

 

Acquisition related integration costs (2)

 

4,460

 

 

 

2,649

 

Interest costs (3)

 

7,036

 

 

 

5,887

 

Amortization (4)

 

60,145

 

 

 

33,824

 

Investments (5)

 

5,567

 

 

 

(1,174

)

Tax (benefit) expense from prior years (6)

 

 

 

 

(5,448

)

Sale of assets (7)

 

7,192

 

 

 

(7,678

)

Intra-entity transfers (8)

 

 

 

 

(673

)

Lease asset impairments and other charges (9)

 

 

 

 

3,164

 

Leasehold improvement impairments (10)

 

3,195

 

 

 

791

 

Disposal related costs (11)

 

200

 

 

 

 

Goodwill impairment on business (12)

 

8,028

 

 

 

 

Adjusted non-GAAP income tax (benefit) expense

$

88,498

 

 

$

72,225

 

 

 

 

 

Income (loss) from equity method investment, net

$

35,845

 

 

$

(11,338

)

Plus:

 

 

 

Investments (5)

 

(35,845

)

 

 

11,338

 

Adjusted non-GAAP income (loss) from equity method investment, net

$

 

 

$

 

 

 

 

 

Total adjustments

$

94,840

 

 

$

(211,551

)

 

 

 

 

GAAP net income per diluted share from continuing operations

$

8.09

 

 

$

0.58

 

Adjustments *

$

(1.76

)

 

$

4.55

 

Adjusted non-GAAP net income per diluted share from continuing operations

$

6.33

 

 

$

5.13

 

* The reconciliation of net income per share from GAAP to Adjusted non-GAAP may not foot since each is calculated independently.

The Company discloses Adjusted non-GAAP Earnings Per Share (“EPS”) as a supplemental Non-GAAP financial performance measure, as it believes it is a useful metric by which to compare the performance of its business from period to period. The Company also understands that this Adjusted non-GAAP measure is broadly used by analysts, rating agencies and investors in assessing the Company’s performance. Accordingly, the Company believes that the presentation of this Adjusted non-GAAP financial measure provides useful information to investors.

Adjusted non-GAAP EPS is not in accordance with, or an alternative to, net income per share and may be different from Non-GAAP measures with similar or even identical names used by other companies. In addition, this Adjusted non-GAAP measure is not based on any comprehensive set of accounting rules or principles. This Adjusted non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP.

Non-GAAP Financial Measures

To supplement its condensed consolidated financial statements, which are prepared and presented in accordance with US GAAP, the Company uses the following Non-GAAP financial measures: Adjusted EBITDA, Adjusted non-GAAP Net Income from continuing operations, and Adjusted non-GAAP Diluted EPS from continuing operations (collectively the “Non-GAAP financial measures”). The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. The Company uses these Non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. The Company believes that they provide useful information about core operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making.

(1) Share Based Compensation. The Company excludes stock-based compensation because it is non-cash in nature and because the Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. The Company further believes this measure is useful to investors in that it allows for greater transparency to certain line items in its financial statements. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item.

(2) Acquisition Related Integration Costs. The Company excludes certain acquisition and related integration costs such as adjustments to contingent consideration, severance, lease terminations, retention bonuses and other acquisition-specific items. The Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item.

(3) Interest Costs. In June 2014, the Company issued $402.5 million aggregate principal amount of 3.25% convertible senior notes and in November 2019, the Company issued $550.0 million aggregate principal amount of 1.75% convertible senior notes. In accordance with GAAP, the Company separately accounts for the value of the liability and equity features of its outstanding convertible senior notes in a manner that reflects the Company’s non-convertible debt borrowing rate. The value of the conversion feature, reflected as a debt discount, is amortized to interest expense over time. Accordingly, the Company recognizes imputed interest expense on its 3.25% and 1.75% convertible senior notes of approximately 5.8% and 5.5%, respectively, in its statement of operations. The Company excludes the difference between the imputed interest expense and the coupon interest expense of 3.25% and 1.75%, respectively, because it is non-cash in nature and because the Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding core operational performance. In addition, the Company has excluded the difference between the imputed and coupon interest expense associated with the 4.625% Senior Notes. The Company has determined excluding these items from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item.

(4) Amortization. The Company excludes amortization of patents and acquired intangible assets because it is non-cash in nature and because the Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item.

(5) Change in Value on Investments. The Company excludes the change in value on its investments. The Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(6) Tax Expense/Benefit from Prior Years. The Company excludes certain income tax-related items in respect of income tax audit settlements and their related reversals of income tax reserves accounted for through ASC 740-10. The Company believes that the Non-GAAP financial measures excluding these items provide meaningful supplemental information regarding operational performance. In addition, excluding these items from the Non-GAAP measures facilitates comparisons to historical operating results.

(7) Gain (Loss) on Sale of Assets. The Company excludes the gain (loss) on sale of certain of its assets. The Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(8) Intra-Entity Transfers. The Company excludes certain effects of intra-entity transfers to the extent the related tax asset or liability in the financial statement is not recovered or settled, respectively during the year. During December 2019, the Company entered into an intra-entity asset transfer that resulted in the recording of a tax benefit and related tax asset representing tax deductible amounts to be realized in future years which is expected to be recovered over a period of up to 20 years and related foreign currency fluctuations. The Company believes that the Non-GAAP financial measures excluding the cumulative future unrealized benefit of the assets transferred and including the tax benefit in the year of realization provides meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(9) Lease Asset Impairments and Other Charges. The Company excludes lease asset impairments and other charges as they are non-cash in nature and because the Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(10) Leasehold Improvement Impairments. The Company excludes leasehold improvement impairments as they are non-cash in nature and because the Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(11) Disposal related Costs. The Company excludes expenses associated with the disposal of certain businesses. The Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(12) Goodwill Impairment on Business. The Company excludes the goodwill impairment on business because it is non-cash in nature and the Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(13) Convertible Debt Dilution. The Company excludes convertible debt dilution from diluted EPS. The Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

The Company presents Adjusted non-GAAP Cost of Revenues, Adjusted non-GAAP Research, Development and Engineering, Adjusted non-GAAP Sales and Marketing, Adjusted non-GAAP General and Administrative, Adjusted non-GAAP Interest Expense, Adjusted Gain on Sale of Businesses, Adjusted non-GAAP Loss on Investments, Adjusted non-GAAP Other (Income) Expense, Adjusted non-GAAP Income Tax Provision, Adjusted non-GAAP (Income) Loss from Equity Method Investment, Net and Adjusted non-GAAP Net Income because the Company believes that these provide useful information about our operating results and enhance the overall understanding of past financial performance and future prospects.

Pro-Forma Financial Results

Key pro-forma financial results for the three and twelve months ended December 31, 2021 and 2020, are set forth in the following table (in millions, except per share amounts). The financial results below exclude the operating results from continuing operations, on a pro-forma basis, of Voice assets in Australia, New Zealand, and the United Kingdom as well as the sale of the Company’s B2B Backup business as if they had occurred January 1, 2020.

 

Three Months Ended

 

Twelve Months Ended

 

Q4 2021

Q4 2020

 

Q4 2021

Q4 2020

 

 

 

 

 

 

Total Revenues

$408.6 million

$384.1 million

 

$1,416.7 million

$1,158.8 million

Pro-Forma Revenue Adjustments

$— million

$(14.0) million

 

$(33.5) million

$(68.1) million

Pro-Forma Total Revenue: (1)

$408.6 million

$370.1 million

 

$1,383.2 million

$1,090.7 million

 

 

 

 

 

 

Adjusted Non-GAAP Net Income per Diluted Share from Continuing Operations (1)

$2.17

$2.24

 

$6.33

$5.13

Pro-Forma Net Income per Diluted Share from Continuing Operations Adjustments

$—

$(0.08)

 

$(0.22)

$(0.48)

Adjusted Pro Forma Net Income per Diluted Share from Continuing Operations (1)

$2.17

$2.16

 

$6.11

$4.65

 

 

 

 

 

 

GAAP Net Income from Continuing Operations

$370.0 million

$41.7 million

 

$387.5 million

$27.4 million

Pro-Forma Net Income from Continuing Operations Adjustments

$(265.7) million

$54.5 million

 

$(105.0) million

$189.0 million

Adjusted Pro-Forma Net Income from Continuing Operations

$104.3 million

$96.2 million

 

$282.5 million

$216.4 million

 

 

 

 

 

 

Adjusted EBITDA (1)

$161.6 million

$157.1 million

 

$498.7 million

$404.5 million

Pro-Forma EBITDA Adjustments

$— million

$(5.8) million

 

$(14.1) million

$(26.8) million

Adjusted Pro-Forma EBITDA (1)

$161.6 million

$151.3 million

 

$484.6 million

$377.7 million

 

 

 

 

 

 

Adjusted EBITDA Margin (1)

39.5%

40.9%

 

35.2%

34.9%

Pro-Forma EBITDA Margin Adjustments

0.0%

—%

 

(0.2)%

(0.3)%

Adjusted Pro-Forma EBITDA Margin (1)

39.5%

40.9%

 

35.0%

34.6%

(1) Refer to the notes earlier in this Release.

ZIFF DAVIS, INC. AND SUBSIDIARIES

NET INCOME TO ADJUSTED EBITDA RECONCILIATION

THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2021 AND 2020

(UNAUDITED, IN THOUSANDS)

The following table sets forth a reconciliation of Adjusted EBITDA to net income from continuing operations, the most directly comparable GAAP financial measure.

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

2021

 

2020

 

2021

 

2020

 

 

 

 

 

 

 

 

Net income from continuing operations

$

369,982

 

 

$

41,728

 

 

$

387,547

 

 

$

27,365

 

Plus:

 

 

 

 

 

 

 

Interest expense, net

 

16,810

 

 

 

20,836

 

 

 

79,031

 

 

 

56,188

 

Loss on debt extinguishment

 

4,527

 

 

 

 

 

 

4,527

 

 

 

 

Loss (gain) on sale of businesses

 

 

 

 

 

 

 

21,798

 

 

 

(17,122

)

Loss on investments, net

 

 

 

 

 

 

 

16,677

 

 

 

20,991

 

Unrealized gain on short-term investment

 

(290,073

)

 

 

 

 

 

(290,073

)

 

 

 

Other income, net

 

(1,759

)

 

 

(4,034

)

 

 

(1,293

)

 

 

(65

)

Income tax expense (benefit)

 

5,156

 

 

 

18,781

 

 

 

(15,944

)

 

 

37,929

 

(Income) loss from equity method investment, net

 

(19,249

)

 

 

539

 

 

 

(35,845

)

 

 

11,338

 

Depreciation and amortization

 

61,791

 

 

 

61,476

 

 

 

249,293

 

 

 

216,982

 

Reconciliation of GAAP to Adjusted non-GAAP financial measures:

 

 

 

 

 

 

 

Share-based compensation

 

6,127

 

 

 

5,289

 

 

 

24,129

 

 

 

22,521

 

Acquisition-related integration costs

 

3,535

 

 

 

9,791

 

 

 

11,132

 

 

 

13,388

 

Lease asset impairments and other charges

 

3,133

 

 

 

2,721

 

 

 

12,988

 

 

 

14,940

 

Disposal related costs

 

135

 

 

 

 

 

 

606

 

 

 

 

Investments

 

1,500

 

 

 

 

 

 

1,500

 

 

 

 

Goodwill impairment on business

 

 

 

 

 

 

 

32,629

 

 

 

 

Adjusted EBITDA

$

161,615

 

 

$

157,127

 

 

$

498,702

 

 

$

404,455

 

Adjusted EBITDA as calculated above represents earnings before interest, gain on sale of businesses, goodwill impairment of business, loss on investments, net, other (income) expense, net, income tax expense, (income) loss from equity method investments, net, depreciation and amortization and the items used to reconcile GAAP to Adjusted non-GAAP financial measures, including (1) share-based compensation, (2) certain acquisition-related integration costs, and (3) lease asset impairments and other charges. We disclose Adjusted EBITDA as a supplemental Non-GAAP financial performance measure as we believe it is a useful metric by which to compare the performance of our business from period to period. We understand that measures similar to Adjusted EBITDA are broadly used by analysts, rating agencies and investors in assessing our performance. Accordingly, we believe that the presentation of Adjusted EBITDA provides useful information to investors.

Adjusted EBITDA is not in accordance with, or an alternative to, net income, and may be different from Non-GAAP measures used by other companies. In addition, Adjusted EBITDA is not based on any comprehensive set of accounting rules or principles. This Adjusted non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP.

ZIFF DAVIS, INC. AND SUBSIDIARIES

NON-GAAP FINANCIAL MEASURES

(UNAUDITED, IN THOUSANDS)

 

 

Q1

 

Q2

 

Q3

 

Q4

 

YTD

2021

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities from continuing and discontinued operations

$

178,724

 

 

$

111,298

 

 

$

140,230

 

 

$

85,319

 

 

$

515,571

 

Less: Purchases of property and equipment

 

(26,269

)

 

 

(31,497

)

 

 

(29,729

)

 

 

(26,245

)

 

 

(113,740

)

Add: Contingent consideration*

 

 

 

 

685

 

 

 

 

 

 

 

 

 

685

 

Free cash flow from continuing and discontinued operations

$

152,455

 

 

$

80,486

 

 

$

110,501

 

 

$

59,074

 

 

$

402,516

 

 

 

 

 

 

 

 

 

 

 

 

Q1

 

Q2

 

Q3

 

Q4

 

YTD

2020

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities from continuing and discontinued operations

$

102,036

 

 

$

139,591

 

 

$

114,382

 

 

$

124,070

 

 

$

480,079

 

Less: Purchases of property and equipment

 

(26,885

)

 

 

(23,652

)

 

 

(20,729

)

 

 

(21,286

)

 

 

(92,552

)

Add: Contingent consideration*

 

20,054

 

 

 

 

 

 

49

 

 

 

99

 

 

 

20,202

 

Free cash flow from continuing and discontinued operations

$

95,205

 

 

$

115,939

 

 

$

93,702

 

 

$

102,883

 

 

$

407,729

 

 

 

 

 

 

 

 

 

 

 

* Free Cash Flows from Continuing and Discontinued Operations of $80.5 million for Q2 2021, $95.2 million for Q1 2020, $93.7 million for Q3 2020 and $102.9 million for Q4 2020 is before the effect of payments associated with certain contingent consideration associated with recent acquisitions.

The Company discloses free cash flows as supplemental Non-GAAP financial performance measure, as it believes it is a useful metric by which to compare the performance of its business from period to period. The Company also understands that this Non-GAAP measure is broadly used by analysts, rating agencies and investors in assessing the Company’s performance. Accordingly, the Company believes that the presentation of this Non-GAAP financial measure provides useful information to investors.

Free cash flows is not in accordance with, or an alternative to, Cash Flows from Operating Activities, and may be different from Non-GAAP measures with similar or even identical names used by other companies. In addition, the Non-GAAP measure is not based on any comprehensive set of accounting rules or principles. This Non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES

THREE MONTHS ENDED DECEMBER 31, 2021

(UNAUDITED, IN THOUSANDS)

 

 

Digital

 

Cybersecurity

 

 

 

 

 

Media

 

and Martech

 

Corporate

 

Total

Revenues

 

 

 

 

 

 

 

GAAP revenues

$

325,747

 

$

82,881

 

 

$

 

 

$

408,628

 

 

 

 

 

 

 

 

Gross profit

 

 

 

 

 

 

 

GAAP gross profit

$

300,891

 

$

62,028

 

 

$

(9

)

 

$

362,910

Non-GAAP adjustments:

 

 

 

 

 

 

 

Share-based compensation

 

4

 

 

81

 

 

 

 

 

 

85

Acquisition related integration costs

 

70

 

 

27

 

 

 

 

 

 

97

Amortization

 

 

 

251

 

 

 

 

 

 

251

Adjusted non-GAAP gross profit

$

300,965

 

$

62,387

 

 

$

(9

)

 

$

363,343

 

 

 

 

 

 

 

 

Operating profit

 

 

 

 

 

 

 

Income (loss) from operations

$

92,582

 

$

9,333

 

 

$

(16,521

)

 

$

85,394

Non-GAAP adjustments:

 

 

 

 

 

 

 

Share-based compensation

 

2,179

 

 

1,226

 

 

 

2,722

 

 

 

6,127

Acquisition related integration costs

 

856

 

 

1,472

 

 

 

1,207

 

 

 

3,535

Amortization

 

32,746

 

 

12,235

 

 

 

72

 

 

 

45,053

Lease asset impairments and other charges

 

3,666

 

 

(533

)

 

 

 

 

 

3,133

Disposal related costs

 

 

 

85

 

 

 

50

 

 

 

135

Investments

 

 

 

 

 

 

1,500

 

 

 

1,500

Adjusted non-GAAP operating profit (loss)

$

132,029

 

$

23,818

 

 

$

(10,970

)

 

$

144,877

 

 

 

 

 

 

 

 

Depreciation

 

13,508

 

 

3,230

 

 

 

 

 

 

16,738

Adjusted EBITDA

$

145,537

 

$

27,048

 

 

$

(10,970

)

 

$

161,615

NOTE 1: Table above excludes certain intercompany allocations

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES

THREE MONTHS ENDED DECEMBER 31, 2020

(UNAUDITED, IN THOUSANDS)

 

 

Digital

 

Cybersecurity

 

 

 

 

 

Media

 

and Martech

 

Corporate

 

Total

Revenues

 

 

 

 

 

 

 

GAAP revenues

$

297,868

 

$

86,187

 

$

 

 

$

384,055

 

 

 

 

 

 

 

 

Gross profit

 

 

 

 

 

 

 

GAAP gross profit

$

275,895

 

$

62,001

 

$

 

 

$

337,896

Non-GAAP adjustments:

 

 

 

 

 

 

 

Share-based compensation

 

3

 

 

74

 

 

 

 

 

77

Acquisition related integration costs

 

 

 

57

 

 

 

 

 

57

Amortization

 

 

 

143

 

 

 

 

 

143

Adjusted non-GAAP gross profit

$

275,898

 

$

62,275

 

$

 

 

$

338,173

 

 

 

 

 

 

 

 

Operating profit

 

 

 

 

 

 

 

Income (loss) from operations

$

85,571

 

$

9,579

 

$

(17,300

)

 

 

77,850

Non-GAAP adjustments:

 

 

 

 

 

 

 

Share-based compensation

 

1,334

 

 

943

 

 

3,012

 

 

 

5,289

Acquisition related integration costs

 

8,116

 

 

337

 

 

1,338

 

 

 

9,791

Amortization

 

32,903

 

 

14,007

 

 

109

 

 

 

47,019

Lease asset impairments and other charges

 

2,721

 

 

 

 

 

 

 

2,721

Adjusted non-GAAP operating profit (loss)

$

130,645

 

$

24,866

 

$

(12,841

)

 

$

142,670

 

 

 

 

 

 

 

 

Depreciation

 

10,621

 

 

3,836

 

 

 

 

 

14,457

Adjusted EBITDA

$

141,266

 

$

28,702

 

$

(12,841

)

 

$

157,127

 

 

 

 

 

 

 

 

NOTE 1: Table above excludes certain intercompany allocations

NOTE 2: Table above has been recast to remove the impact of certain expenses associated with the Corporate entity that were previously allocated to the Cybersecurity and Martech and Digital Media businesses.

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES

TWELVE MONTHS ENDED DECEMBER 31, 2021

(UNAUDITED, IN THOUSANDS)

 

 

Digital

 

Cybersecurity

 

 

 

 

 

Media

 

and Martech

 

Corporate

 

Total

Revenues

 

 

 

 

 

 

 

GAAP revenues

$

1,068,476

 

$

348,246

 

$

 

 

$

1,416,722

 

 

 

 

 

 

 

 

Gross profit

 

 

 

 

 

 

 

GAAP gross profit

$

974,011

 

$

254,742

 

$

(84

)

 

$

1,228,669

Non-GAAP adjustments:

 

 

 

 

 

 

 

Share-based compensation

 

14

 

 

292

 

 

 

 

 

306

Acquisition related integration costs

 

95

 

 

287

 

 

 

 

 

382

Amortization

 

 

 

1,547

 

 

 

 

 

1,547

Adjusted non-GAAP gross profit

$

974,120

 

$

256,868

 

$

(84

)

 

$

1,230,904

 

 

 

 

 

 

 

 

Operating profit

 

 

 

 

 

 

 

Income (loss) from operations

$

216,950

 

$

9,435

 

$

(60,379

)

 

$

166,006

Non-GAAP adjustments:

 

 

 

 

 

 

 

Goodwill impairment on business

 

 

 

32,629

 

 

 

 

 

32,629

Share-based compensation

 

7,734

 

 

4,481

 

 

11,914

 

 

 

24,129

Acquisition related integration costs

 

3,449

 

 

6,450

 

 

1,233

 

 

 

11,132

Amortization

 

144,621

 

 

40,946

 

 

288

 

 

 

185,855

Lease asset impairments and other charges

 

12,229

 

 

758

 

 

 

 

 

12,987

Disposal related costs

 

 

 

85

 

 

522

 

 

 

607

Investments

 

 

 

 

 

1,500

 

 

 

1,500

Adjusted non-GAAP income (loss) from operations

$

384,983

 

$

94,784

 

$

(44,922

)

 

$

434,845

 

 

 

 

 

 

 

 

Depreciation

 

49,151

 

 

14,451

 

 

255

 

 

 

63,857

Adjusted EBITDA

$

434,134

 

$

109,235

 

$

(44,667

)

 

$

498,702

NOTE 1: Table above excludes certain intercompany allocations

ZIFF DAVIS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES

TWELVE MONTHS ENDED DECEMBER 31, 2020

(UNAUDITED, IN THOUSANDS)

 

 

Digital

 

Cybersecurity

 

 

 

 

 

Media

 

and Martech

 

Corporate

 

Total

Revenues

 

 

 

 

 

 

 

GAAP revenues

$

811,130

 

$

347,699

 

$

 

 

$

1,158,829

 

 

 

 

 

 

 

 

Gross profit

 

 

 

 

 

 

 

GAAP gross profit

$

733,658

 

$

246,815

 

$

(47

)

 

$

980,426

Non-GAAP adjustments:

 

 

 

 

 

 

 

Share-based compensation

 

10

 

 

321

 

 

 

 

 

331

Acquisition related integration costs

 

 

 

227

 

 

 

 

 

227

Amortization

 

 

 

1,695

 

 

 

 

 

1,695

Adjusted non-GAAP gross profit

$

733,668

 

$

249,058

 

$

(47

)

 

$

982,679

 

 

 

 

 

 

 

 

Operating profit

 

 

 

 

 

 

 

Income (loss) from operations

$

139,807

 

$

52,319

 

$

(55,502

)

 

$

136,624

Non-GAAP adjustments:

 

 

 

 

 

 

 

Share-based compensation

 

5,539

 

 

4,138

 

 

12,844

 

 

 

22,521

Acquisition related integration costs

 

11,289

 

 

606

 

 

1,493

 

 

 

13,388

Amortization

 

99,901

 

 

54,506

 

 

3,663

 

 

 

158,070

Lease asset impairments and other charges

 

14,912

 

 

28

 

 

 

 

 

14,940

Adjusted non-GAAP income (loss) from operations

$

271,448

 

$

111,597

 

$

(37,502

)

 

$

345,543

 

 

 

 

 

 

 

 

Depreciation

 

41,788

 

 

17,124

 

 

 

 

 

58,912

Adjusted EBITDA

$

313,236

 

$

128,721

 

$

(37,502

)

 

$

404,455

NOTE 1: Table above excludes certain intercompany allocations

NOTE 2: Table above has been recast to remove the impact of certain expenses associated with the Corporate entity that were previously allocated to the Cybersecurity and Martech and Digital Media businesses.

 

Ziff Davis, Inc. (NASDAQ: ZD) today reported preliminary unaudited financial results for the fourth quarter and year ended December 31, 2021.

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