Correspondence 0001193125-24-258952 from ZIFF DAVIS, INC. (ZD)
ZIFF DAVIS, INC.
Date: Nov. 14, 2024 · CIK: 0001084048 · Accession: 0001193125-24-258952
AI Filing Summary & Sentiment
File numbers found in text: 000-25965
Referenced dates: September 24, 2024
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CORRESP 1 filename1.htm CORRESP FOIA Confidential Treatment Request by Ziff Davis, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83) *** - Information omitted and provided under separate cover to the Staff pursuant to Rule 83 Ziff Davis, Inc. 360 Park Avenue South, 17th Floor New York, NY 10010 Via EDGAR November 14, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C., 20549 Attention: Kathleen Collins and Megan Masterson Re: Ziff Davis, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Filed February 26, 2024 File No. 000-25965 Dear Ms. Collins and Ms. Masterson: This letter is being furnished on behalf of Ziff Davis, Inc. (the “Company,” “we,” “us” or “our”) in response to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) by letter dated September 24, 2024, regarding the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 that was filed with the Commission on February 26, 2024 (File No. 000-25965) (the “2023 Form 10-K”). The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the comment letter, and to facilitate your review, the Company has reproduced the text of the Staff’s comments in italicized print below. Unless otherwise noted, references in this letter to page numbers and section headings refer to page numbers and section headings in the 2023 Form 10-K, as indicated. Due to the commercially sensitive nature of certain information contained in this response, this letter is also a request for confidential treatment of the bracketed portions of this response (designated by “[***]”) pursuant to the Commission’s confidential treatment procedure under Rule 83 (17 C.F.R. §200.83). In accordance with Rule 83, the Response Letter has also been clearly marked with the legend “FOIA Confidential Treatment Request by Ziff Davis, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83)” and each page is marked for the record with the identifying numbers and code “ZD-01” through “ZD-23.” Form 10-K for the Fiscal Year Ended December 31, 2023 Notes to Consolidated Financial Statements Note 18. Segment Information, page 107 1. We note your response to prior comment 6. Please explain management’s reasons for structuring your organization into 9 operating segments. Response: The Company respectfully acknowledges the Staff’s comment. We have determined our nine operating segments in accordance with ASC 280-10-50-1. ZD - 01 FOIA Confidential Treatment Request by Ziff Davis, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83) *** - Information omitted and provided under separate cover to the Staff pursuant to Rule 83 In applying that guidance, we have determined our operating segments to be: Technology, Shopping, Gaming & Entertainment, Connectivity, Health & Wellness Consumer, Health & Wellness Professional, Health & Wellness Pregnancy & Parenting, Cybersecurity, and Martech. The Company’s Chief Executive Officer (“CEO”), who we determined to be the Chief Operating Decision Maker (“CODM”), primarily views the organization (i) as a digital media company and (ii) as an internet company focused on cloud-based software services. Ziff Davis (f/k/a j2 Global, Inc.) began as a cloud-based fax communications company founded in 1995. Since then, the Company has expanded to other cloud-based software products. In 2012, the Company expanded into the digital media market with the acquisition of Ziff Davis which was primarily focused on technology-related digital media. The Company continued to expand its business through various acquisitions in both the digital media technology-related space and in the internet delivered cloud-based software space. The Company began to diversify into verticals that had similar operating models to the Company’s technology-related digital media businesses. In 2013, the Company made investments in the digital media gaming industry. In 2014, the Company completed its acquisition of Ookla (that is now included in the Connectivity operating segment). In 2016, the Company acquired a digital media health and wellness company and its first digital media shopping company. In 2021, the Company spun-off its original cloud fax related businesses and sold certain of its voice and backup businesses. Our current operating segment structure was created as management of these businesses has evolved and as certain businesses within its operating segments have gained scale. Since the appointment of our current CEO, who is also our CODM, our management structure has changed and continues to evolve. Divisional presidents have been appointed over time to oversee our divisional structures, which incorporate our operating segments. Our current CEO was appointed in 2018. At that time, all of our Digital Media operating segments were resident in a single division and overseen by a single president (our President, Tech, Shopping & Gaming in the table below), and our Cybersecurity and Martech division (previously Cloud division) was overseen by a single president. Later in 2018, our President, Health and Wellness was appointed to oversee the Health and Wellness division, and in 2023, our President, Connectivity was appointed to oversee the Connectivity division. The Company’s operating segments have generally remained the same since the appointment of our CEO in 2018, with some reorganization as management structures have changed. As of December 31, 2023, the Company was organized into the four divisions set forth below. Each divisional president reports directly to the CODM. Divisional Presidents Operating Segment Responsibilities President, Tech, Shopping & Gaming Technology, Shopping, Gaming & Entertainment President, Connectivity Connectivity President, Health and Wellness Health & Wellness Consumer, Health & Wellness Professional, Health & Wellness Pregnancy & Parenting President, Cybersecurity and Martech Cybersecurity, Martech The CODM reviews a monthly reporting package to assess performance and allocate resources. As of December 31, 2023, the reporting package provided discrete financial information for each of the nine operating segments. These nine operating segments were organized based upon the verticals within which we provide digital content and the organizational structure of the underlying product offerings for the Digital Media and Cybersecurity & Martech (“C&M”) reportable segments, respectively. Further, the CODM package included a roll-up of the discrete financial information by the respective divisions outlined in the table above, as well as at the Company’s reportable segment level (Digital Media and Cybersecurity & Martech) and Corporate, which reflects how the CEO views the business more broadly (a digital media company and an internet company focused on cloud-based software services). ZD - 02 FOIA Confidential Treatment Request by Ziff Davis, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83) *** - Information omitted and provided under separate cover to the Staff pursuant to Rule 83 The Company’s annual budget reflects the expected financial performance for each operating segment and each Divisional President presents the operating segment financial information for their respective divisions to the CEO. These budgets then became the basis from which the CEO reviews the businesses and makes decisions about resource allocation and performance assessment. [***] 2. Please address the following as it relates to qualitative factors considered in your determination to aggregate seven of your operating segments into the Digital Media reportable segment: • You state that your operating segments have a mix of advertising and performance marketing revenue as well as subscription and license revenue. Provide a breakdown of these two revenue streams for each operating segment for each period presented and tell us how you considered the revenue composition in your aggregation analysis. Please also quantify the amount of revenue recognized on a net basis as compared to gross basis by operating segment and tell us how you considered such differences in your analysis. Response: The Company respectfully acknowledges the Staff’s comment and as requested by the Staff, we have provided below a breakdown of advertising and performance marketing revenue and subscription and licensing revenue for each Digital Media operating segment for each period presented. For the year ended December 31, 2023 Advertising and Performance Marketing Subscription and Licensing Other Technology [***] [***] [***] Shopping [***] [***] [***] Gaming & Entertainment [***] [***] [***] Connectivity [***] [***] [***] Health & Wellness Consumer [***] [***] [***] Health & Wellness Professional [***] [***] [***] Health & Wellness Pregnancy & Parenting [***] [***] [***] ZD - 03 FOIA Confidential Treatment Request by Ziff Davis, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83) *** - Information omitted and provided under separate cover to the Staff pursuant to Rule 83 For the year ended December 31, 2022 Advertising and Performance Marketing Subscription and Licensing Other Technology [***] [***] [***] Shopping [***] [***] [***] Gaming & Entertainment [***] [***] [***] Connectivity [***] [***] [***] Health & Wellness Consumer [***] [***] [***] Health & Wellness Professional [***] [***] [***] Health & Wellness Pregnancy & Parenting [***] [***] [***] For the year ended December 31, 2021 Advertising and Performance Marketing Subscription and Licensing Other Technology [***] [***] [***] Shopping [***] [***] [***] Gaming & Entertainment [***] [***] [***] Connectivity [***] [***] [***] Health & Wellness Consumer [***] [***] [***] Health & Wellness Professional [***] [***] [***] Health & Wellness Pregnancy & Parenting [***] [***] [***] Consistent with ASC 280, the nature of these revenue streams was considered in our aggregation analysis, as discussed further below. In each of these revenue streams (advertising and performance marketing revenue and subscription and licensing revenue), we are primarily monetizing the content from our digital media platforms. We view the ultimate product that we are selling in each of the Digital Media operating segments to be the content that is created. Our Digital Media operating segments are organized around the genre or subject matter of the content we provide based on the audiences we serve. While each operating segment has its unique subject matter and audience, each is focused on producing a similar product (content) and is aimed at the same type of customer. All of our Digital Media operating segments generate advertising and performance marketing revenue and the majority of the operating segments also generate subscription and licensing revenue (as shown in the tables above). We further note that whether monetized through an advertising and performance marketing based pricing model, or a subscription and licensing based pricing model, the nature of each of these content-focused products is similar because revenue is primarily earned by generating traffic to our websites, apps, and third-party platforms on which the Company’s brands have a presence, and monetizing this traffic (e.g., YouTube, Instagram, etc.). The value provided to the customer is derived from our platforms and is primarily derived from the provision of traffic we generate from our specific content within each vertical, as well as data obtained by the website or app traffic. Our verticals are a reference to the industries that we target through each of our Digital Media operating segments. In connection with the information requested by the Staff, we have provided below the breakdown of the revenue recognized on a gross basis versus net basis as a percentage of operating segment revenue within the Digital Media reportable segment by operating segment for the year ended December 31, 2023. ZD - 04 FOIA Confidential Treatment Request by Ziff Davis, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83) *** - Information omitted and provided under separate cover to the Staff pursuant to Rule 83 For the year ended December 31, 2023 Gross Net Technology [***] [***] Shopping [***] [***] Gaming & Entertainment [***] [***] Connectivity [***] [***] Health & Wellness Consumer [***] [***] Health & Wellness Professional [***] [***] Health & Wellness Pregnancy & Parenting [***] [***] [***] We believe this further demonstrates that these operating segments are similar qualitatively as the Company primarily acts as a “principal” as defined under ASC 606, Revenue from Contracts with Customers, in the transactions within each of the operating segments in the Digital Media segment. • Explain how, regardless of monetization method, you determined that the nature of a subscription or licensing pricing model is similar to an impression-based advertising pricing model. In your response, provide further details about the type of subscriptions and licenses you offer and provide a breakdown of such revenue by operating segment for each period presented. Response: The Company respectfully acknowledges the Staff’s comment. [***] Advertising and performance marketing revenue includes impression-based advertising. The Company’s evaluation of the similarities of the Digital Media operating segments with respect to the nature of the products and services offered was primarily based on the fact that all of the operating segments provide services that monetize traffic to proprietary websites, apps, and third-party platforms on which the Company’s brands have a presence. The value provided to the customer is derived from our platforms and is primarily derived from the provision of industry specific content within each vertical, as well as data obtained by the website or app traffic. We believe that, if significant, the impact of differences in (a) a subscription or licensing model and (b) an advertising and performance marketing model would be reflected in the financial metrics used in our analysis of the similar economic characteristics. As requested by the Staff, we have provided below a breakdown of subscription and licensing revenue by type and by operating segment as a percentage of subscription and licensing revenue for each period presented. ZD - 05 FOIA Confidential Treatment Request by Ziff Davis, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83) *** - Information omitted and provided under separate cover to the Staff pursuant to Rule 83 Percent of total Digital Media Subscription and Licensing Revenue For the year ended December 31, 2023 Technology Shopping Gaming & Entertainment Connectivity Health & Wellness Consumer Health & Wellness Professional Health & Wellness Pregnancy & Parenting Total Subscriptions to websites or apps [***] [***] [***] [***] [***] [***] [***] [***] Software licenses and related maintenance and support [***] [***] [***] [***] [***] [***] [***] [***] Technology licenses [***] [***] [***] [***] [***] [***] [***] [***] Data sets [***] [***] [***] [***] [***] [***] [***] [***] Intellectual property licenses [***] [***] [***] [***] [***] [***] [***] [***] Other [***] [***] [***] [***] [***] [***] [***] [***] Total [***] [***] [***] [***] [***] [***] [***] [***] Percent of total Digital Media Subscription and Licensing Revenue For the year ended December 31, 2022 Technology Shopping Gaming & Entertainment Connectivity Health & Wellness Consumer Health & Wellness Professional Health & Wellness Pregnancy & Parenting Total Subscriptions to websites or apps [***] [